Purchase and Sale. Subject to the terms and conditions of this Agreement, the ​ agrees to purchase from AVRS, and AVRS agrees to sell to the ​, 100,000 shares of the common stock of AVRS, referred to as the “Shares”. This agreement does not apply to, and no referral fee shall be owed in connection with any proposed consultant agreements.

Purchase and Sale. The ​ hereby agree to sell to the ​ and the ​, in reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, agree to purchase from the ​ an aggregate of 14,380,288 shares of Common Stock of the Company (the “Company Shares”) for a total purchase price of Four Hundred Twenty Thousand Dollars ($420,000) (the “Purchase Price”), payable in immediately available funds in United States currency. ​ and ​ acknowledge and accept that the trading price of the Company Shares may decrease or increase subsequent to the sale of the Company Shares. ​ and ​ waive claims to any losses as a result of the sale of the Company Shares. The Company Shares shall equal approximately 66.77% of the issued and outstanding shares of common stock and voting power of all securities of the Company.

Purchase and Sale Agreement. The Purchase and Sale Agreement is in full force and effect, and, to the knowledge of Holdings and the Borrower, no party to the Purchase and Sale Agreement has sought to modify, amend or waive any of the provisions thereof, # except as disclosed in or contemplated by the Purchase and Sale Agreement, no consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body was required for the execution and delivery of, or is required for the performance of, the Purchase and Sale Agreement by Holdings and, to the knowledge of Holdings and the Borrower, by any of the other parties thereto and the consummation of the transactions contemplated thereby, and # other than the Purchase and Sale Agreement and the agreements disclosed therein or contemplated thereby (including the ancillary agreements relating to the Acquisition), there are no other material agreements relating to Holdings’ proposed acquisition of the equity interests to be acquired pursuant to the Purchase and Sale Agreement.

Seller agrees to sell to Purchaser, only upon Purchaser’s order (after compliance with the terms of [Section 2.3] hereof), and Purchaser thereafter agrees to purchase from Seller, any Product of Seller offered to Purchaser at any time during the term of this Agreement and in accordance with the terms and provisions hereof.

Sale and Purchase of Purchase Securities. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase and acquire from the Company, the aggregate number of Series C Preferred Units and Warrants set forth on [Schedule 1] hereto, in such amounts and at such applicable Closing Dates as further described herein. The Warrants to be issued and sold hereunder will be exercisable into Partnership Units, in the manner and at the prices set forth in the Warrant Agreement. The Partnership Units issuable upon exercise of the Warrants are referred to collectively herein as the “Warrant Units”.

Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, except:

Liquidation or Sale of Assets. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

Subject to the terms and conditions of this Agreement, at the Closing, the Seller agrees to sell and deliver to Next Investment Group Limited (the “Subsidiary”), a company wholly owned by the Purchaser, and the Purchaser agrees to purchase from the Seller such number of Purchased Shares, free and clear of any and all Encumbrances, and for such purchase price as set forth opposite the seller’s name on [Exhibit A]. The total purchase price payable by the Purchaser for the Purchased Shares is herein referred to as the “Purchase Price”.

Section # Purchase and Sale of Acquired Shares

Acquired Assets Sold “As Is, Where Is”. Except as explicitly set forth in this Agreement (including [Article IV]), Purchaser hereby acknowledges and agrees that Sellers make no representations or warranties whatsoever, express or implied, with respect to any matter relating to the Acquired Assets including income to be derived or expenses to be incurred in connection with the Acquired Assets, the physical condition of any personal property or inventory comprising a part of the Acquired Assets or which is the subject of any other lease or Contract to be assumed by Purchaser at the Closing, the environmental condition or other matter relating to the physical condition of any real property or improvements which are the subject of any real property lease to be assumed by Purchaser at the Closing, the zoning of any such real property or improvements, the value of the Acquired Assets (or any portion thereof), the transferability of the Acquired Assets (including any rights reserved to or vested in any Governmental Authority to control or regulate the Acquired Assets and all obligations and duties under all Laws or under any Permit issued by any Governmental Authority), or the terms, amount, validity or enforceability of any Assumed Liabilities. Without in any way limiting the foregoing, except as explicitly set forth in this Agreement (including [Article IV]), Sellers hereby disclaim any warranty, express or implied, of merchantability or fitness for any particular purpose as to any portion of the Acquired Assets. Purchaser further acknowledges that