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.

1.1Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), Sellers shall transfer, convey, assign and deliver, or cause to be transferred, conveyed, assigned and delivered, to Purchaser, and Purchaser shall purchase and acquire from Sellers, the Shares, for the Closing Payment Amount, subject to the Post-Closing Adjustment (the “Sale”).

Purchase and Sale. Subject to and upon the terms and conditions of this Agreement, at the Closing (as defined below) on the Closing Date (as defined below), the Seller shall sell, assign, transfer, convey, and deliver to Purchaser, and Purchaser shall purchase from the Seller, the 61,465,130 Shares.

Sale and Purchase of the Shares. At the Closing (as defined in Section 3(a)), Seller shall sell, transfer, assign and convey the Shares to Buyer, and Buyer 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 Shares either duly endorsed for transfer or with duly executed stock powers attached, against which Buyer shall pay the 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 Shares. Upon the terms and subject to the conditions set forth herein, and on the basis of the representations and warranties contained herein, at the Closing, the Seller shall sell, convey, transfer, assign and deliver to the Purchasers, and the Purchasers shall purchase, acquire and accept from the Seller, all of the 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.