On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to exchange with the Purchasers, severally and not jointly, principal and accrued but unpaid interest in the Existing Note for Debentures and New Warrants. Each Purchaser shall deliver to the Company the Existing Note and the Company shall deliver to each Purchaser its respective Debenture and New Warrants. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree. Upon surrender and delivery of the Existing Note and the rights, covenants, agreements and obligations of the parties thereunder or contemplated thereby will terminate and be of no further force and effect, and all of the obligations of the Company under the Existing Note are hereby released, extinguished and terminated.