Subject to the terms and conditions set forth in this Agreement, the Company and the Investor shall exchange the Existing Note at the Note Outstanding Balance in consideration for the issuance of the Exchange Note with a total principal balance of $25,600.00. The closing of the Exchange and issuance of the Convertible Note (the “ Closing ”) shall take place at the offices of the Company, on the date hereof or such other date as the parties shall agree (the “ Closing Date ”).