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 Purchaser, the Note for shares of Preferred Stock on a one Underlying Share for one Note Share basis. Purchaser shall deliver to the Company the Note and the Company shall deliver to Purchaser its shares of Preferred Stock. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of G&M or such other location as the parties shall mutually agree, and the Note and all of the rights, covenants, agreements and obligations set forth therein or contemplated thereby, are terminated upon the Closing and shall no longer have any force or effect, and all of the obligations under the Note are as of the Closing released, extinguished and terminated.