Pursuant to which the First Investor agreed to exchange
each of the Company’s outstanding debentures issued in favor of themselves (in the principal outstanding balance amount
of approximately $5,882,242 (plus accrued interest) (the “Original Debentures”) for certain 10% Convertible
Debentures issued by the Subsidiaries, due June 30, 2017, on substantially the same terms as the Subsidiary Debentures.
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