For due and valuable consideration, acknowledgement of which is received Maker and Holders agree that, effective the date hereof the Notes are hereby terminated, cancelled, deemed null and void, and shall be of no further force or effect. Holders agree that effective the date hereof, all of the warrants referenced in the Notes are hereby terminated, cancelled, deemed null and void, and shall be of no further force or effect. The Parties further agree that this Agreement terminates and cancels any and all understandings, oral and or written agreements, implied or otherwise between the Parties, which may not be specifically referenced in this Agreement.