Equity. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase and acquire from Seller, and Seller shall sell, convey, transfer, assign and deliver to Buyer, all right, title and interest (record and beneficial) in and to the Equity, free and clear of all Liens (other than restrictions imposed on transfer under applicable federal and state securities Laws or regulations). The purchase price to be paid by Buyer to Seller with respect to the Equity shall consist of # delivery at the Closing of a promissory note in the form attached as [Exhibit G] (the “Closing Note”), which will be distributed by Seller to the Seller Stockholders following the Closing as part of a plan of liquidation and will be payable to Seller Stockholders in accordance with their Pro Rata Shares on the first Business Day following the Closing by wire transfer of immediately available funds to the accounts designated by Seller in the Consideration Spreadsheet, of an amount equal to # the Estimated Transaction Consideration, minus # the Indemnity Escrow Amount, minus # the Adjustment Escrow Amount, minus # Seller Stockholder Representative Expense Fund, and # the Post-Closing Adjustment. Buyer is not assuming and shall not assume any obligations or Liabilities under # any options or warrants to purchase or otherwise acquire any shares of Seller Common Stock or other Equity Interests, or # any other direct or indirect rights to acquire any shares of Seller Common Stock or other Equity Interests. Seller shall take all actions necessary or appropriate, including providing any such required notices, so that any such options, warrants or other direct or indirect rights to acquire Equity or other Equity Interests in the Company are terminated as of the Closing. The Transaction is intended to be a purchase of the equity interests of the Company.

On the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, convey, transfer, assign and deliver the Equity Interests to Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances), and Buyer shall accept and purchase the Equity Interests from Seller pursuant to the Instrument of Assignment for the aggregate purchase price set forth in [Section 2.05(b)], as adjusted pursuant to Section 2.06.