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.

On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Seller’s right, title and interest in and to the percentage of the applicable Purchased Notes and Purchased Warrants described on [Schedule I] and [Schedule II], respectively, and the proceeds thereof, whether now owned or hereafter acquired, at the total purchase price set forth on [Schedule III] (the “Purchase Price”).

1.1Assets Purchased. Subject to the terms and conditions of this Agreement, the Sellers hereby sell, transfer, and assign to the Buyer, and the Buyer hereby purchases from the Sellers, all of the Sellers' rights, title, and interest in and to the Assets.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all liens and encumbrances, all of Seller’s right, title and interest in and to the Purchased Receivables.

Purchase and Sale. Subject to the terms and conditions of this Agreement, on the Effective Date, the Purchaser shall purchase from the Company, and the Company shall sell and issue to the Purchaser the Securities. Payment for the Securities shall be made by converting and cancelling $100,000 of principal of the Note.

Purchase and Sale. Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, Seller shall sell, convey, transfer, and deliver to Buyer certificates representing the Securities, and Buyer shall purchase from Seller the Securities in consideration of the purchase price set forth in this Agreement. The certificates representing the Securities (including one or more certificates representing an aggregate total of 15,000,000 shares of common stock of the Company) shall each be duly endorsed for transfer or accompanied by an appropriate stock transfer power duly executed in blank, in either case with Seller's signature Medallion guaranteed. The closing of the transactions contemplated by this Agreement ("Closing"), shall be held at ​, on or before November 29 th, 2019 at 5:00 p.m., or such other place, date and time as the parties hereto may otherwise agree.

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 of Shares. Seller agrees to sell, assign, transfer, convey and deliver to Buyer free and clear of all liens and encumbrances, and Buyer agrees to acquire from Seller, the Shares on the terms set forth herein for the purchase price of Four Million Three Hundred Thousand and 00/100 Dollars ($4,300,000.00) (the “Purchase Price”). The Purchase Price is based upon the parties’ mutual understanding that contemporaneously with Closing, the Company will extinguish or otherwise mark as satisfied the Company’s Two Million One Hundred Thousand and 00/100 ($2,100,000.00) of intercompany receivables due from Seller that are outstanding as of June 30, 2021.

Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, with the exception of the Excluded Assets, [[Organization A:Organization]] shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase from [[Organization A:Organization]], free and clear of all Encumbrances, all of [[Organization A:Organization]]'s right, title and interest in, to and under all of the assets, properties and rights of [[Organization A:Organization]], to the extent that such assets, properties and rights exist as of the Closing Date and relate to the Business (collectively, the “Purchased Assets”), including, without limitation, the following: