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DOCUMENT TITLE:  EXCHANGE AGREEMENT .
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Clause Heading
(a) - Series D Preferred Stock and Series A Warrant.
(b) - Closing.
(c) - Delivery.
(a) - Organization; Authority.
(b) - Validity; Enforcement.
(c) - No Conflicts.
(d) - Residency.
(e) - Own Account.
(f) - Experience of the Holder.
(g) - Holder Status.
(h) - Ownership.
(a) - Organization and Qualification; Subsidiaries.
(e) - Consents.
(b) - Authorization; Enforcement; Validity.
(c) - Issuance of Securities.
(d) - No Conflicts.
(f) - Acknowledgment Regarding Holders Exchange of Securities.
(g) - Placement Agents Fees.
(h) - No Integrated Offering.
(i) - Dilutive Effect.
(j) - Application of Takeover Protections; Rights Agreement.
(k) - SEC Documents; Financial Statements.
(l) - Absence of Certain Changes.
(m) - No Undisclosed Events, Liabilities, Developments or Circumstances.
(n) - Conduct of Business; Regulatory Permits.
(o) - Foreign Corrupt Practices.
(p) - Sarbanes-Oxley Act.
(q) - Transactions With Affiliates.
(r) - Equity Capitalization.
(s) - Indebtedness and Other Contracts.
(t) - Absence of Litigation.
(u) - Insurance.
(v) - Employee Relations.
(w) - Title.
(dd) - Investment Company Status.
(x) - Intellectual Property Rights.
(y) - Environmental Laws.
(z) - Subsidiary Rights.
(aa) - Tax Status.
(bb) - Internal Accounting and Disclosure Controls.
(cc) - Off Balance Sheet Arrangements.
(ee) - Acknowledgement Regarding the Holders Trading Activity.
(ff) - Manipulation of Price.
(hh) - Transfer Taxes.
(ii) - Bank Holding Company Act.
(jj) - Disclosure.
(a) - Commercially Reasonably Best Efforts.
(b) - Securities Compliance.
(c) - Reporting Status.
(d) - Financial Information.
(e) - Listing.
(f) - Fees.
(g) - Pledge of Securities.
(i) - Reservation of Shares.
(j) - Conduct of Business.
(h) - Disclosure of Transactions and Other Material Information.
(k) - Variable Rate Transaction.
(l) - Passive Foreign Investment Company.
(m) - Restriction on Redemption and Cash Dividends.
(n) - Amendment of Purchase Agreement.
(o) - Issuance of Preferred Stock and Other Warrants.
(q) - Miscellaneous Definitions.
(a) - Register.
(a) - Governing Law; Jurisdiction; Jury Trial.
(b) - Transfer Agent Instructions.
(c) - Legends.
(b) - Counterparts.
(c) - Headings; Gender.
(d) - Severability.
(e) - Entire Agreement; Amendments.
(f) - Notices.
(g) - Successors and Assigns.
(h) - No Third Party Beneficiaries.
(i) - Survival.
(j) - Further Assurances.
(k) - Indemnification.
(l) - Construction.
(m) - Remedies.
(n) - Withdrawal Right.
(o) - Payment Set Aside.
(p) - Independent Nature of the Holders Obligations and Rights.
(q) - Most Favored Nation.