Purchase and Sale of Acquired Shares. At the closing of the transactions contemplated by this Agreement (the "Closing"), upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue, sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase and acquire from the Company, the Acquired Shares.

Purchase1.1Purchase and Sale of Acquiredthe Shares. At the closing of the transactions contemplated by this Agreement (the "Closing"), uponUpon the terms and subject to the conditions set forth in this Agreement, at the Companyclosing of the transactions contemplated by this Agreement (the “Closing”), Sellers shall issue, sell, assign, transfertransfer, convey, assign and conveydeliver, or cause to be transferred, conveyed, assigned and delivered, to Purchaser, and Purchaser shall purchase and acquire from Sellers, the Company,Shares, for the Acquired Shares.Closing Payment Amount, subject to the Post-Closing Adjustment (the “Sale”).

Purchase and Sale of Acquired Shares. At the closing of the transactions contemplated by this Agreement (the "Closing"),Sale. Subject to and upon the terms and subject to the conditions set forth inof this Agreement, at the CompanyClosing (as defined below) on the Closing Date (as defined below), the Seller shall issue, sell, assign, transfertransfer, convey, and conveydeliver to Purchaser, and Purchaser shall purchase and acquire from the Company,Seller, the Acquired61,465,130 Shares.

Sale and Purchase and Sale of Acquiredthe Shares. At the closing of the transactions contemplated by this Agreement (the "Closing"Closing (as defined in Section 3(a)), upon the terms and subject to the conditions set forth in this Agreement, the CompanySeller shall issue, sell, assign, transfertransfer, assign and convey the Shares to Purchaser,Buyer, and PurchaserBuyer shall purchase and acquire the Shares from Seller. The Shares evidenced by this agreement shall be conveyed by Seller to Buyer by means of delivery of a certificate or certificates evidencing the Company,Shares either duly endorsed for transfer or with duly executed stock powers attached, against which Buyer shall pay the Acquired Shares.Purchase Price (as hereinafter defined). The Shares shall be conveyed to Buyer by Seller free and clear of any and all liens, pledges, encumbrances, hypothecations or other claims of any kind or nature excepting only restrictions on transfer imposed by federal and state securities laws and regulations.

Section # Purchase and Sale of Acquired Shares. At the closing of the transactions contemplated by this Agreement (the "Closing"), uponUpon the terms and subject to the conditions set forth in this Agreement,herein, and on the Companybasis of the representations and warranties contained herein, at the Closing, the Seller shall issue, sell, assign, transferconvey, transfer, assign and conveydeliver to Purchaser,the Purchasers, and Purchaserthe Purchasers shall purchasepurchase, acquire and acquireaccept from the Company,Seller, all of the Acquired Shares.Seller's right, title and interest in and to the Shares, free and clear of any Encumbrance, such Shares constituting one hundred percent (100%) of the Company’s outstanding capital stock on a fully-diluted basis.