Purchase of Company Stock. At the Closing, and on the terms and subject to all of the conditions of this Agreement, Sellers will severally and not jointly sell, transfer, assign and convey to Buyer, and Buyer will purchase and accept from Sellers, one hundred percent (100%) of the common stock of the Company owned by Sellers (the “Purchased Shares”), free and clear of any and all Liens, other than Permitted Liens.

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Sellers shall sell, transfer and deliver to the Buyer all Company Shares owned by them, and the Buyer shall purchase from the Sellers all such Company Shares, which collectively constitute one hundred percent (100%) of the issued and outstanding shares of capital stock of the Company, all of which shall be transferred to the Buyer free and clear of all liens, mortgages, deeds of trust, security interests, pledges, charges, encumbrances, liabilities and claims of every kind, except those contemplated by the terms of this Agreement or arising under applicable federal and state securities laws.

Sale of Common Stock. Upon the terms and subject to the provisions of this Agreement, the Seller agrees that he will sell, convey, transfer, assign and deliver to Buyer at the Closing provided for in Article 2, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights or other interests or equities whatsoever, 152.44 shares of duly and validly issued, fully paid and non-assessable common stock ("Purchased Stock") of the Company owned by the Seller.

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.