Sale and Purchase of Control Shares and Debt. Seller hereby agrees to sell the Control Shares to the Buyers and the Buyers agree to sell the Control Shares to the Seller for valuable consideration of Three Hundred Twenty Five Thousand Dollars ($325,000).

Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 4 of this Agreement), the Shareholders shall sell, convey, transfer, and assign, upon the terms and conditions hereinafter set forth, to Buyer, free and clear of all liens, pledges, claims, and encumbrances of every kind, nature and description, and Buyer shall purchase and accept from the Shareholders the Shares, which comprise all of the outstanding capital stock 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.

Subject to the terms and conditions of this Agreement, at the Closing Time, the Depositary shall sell, assign and transfer to Buyer all the Sale Shares, free and clear of any lien, claim, charge, encumbrance, security interest, mortgage or adverse claim created by the Depositary, and Buyer shall purchase, acquire and accept the Sale Shares from the Depositary in exchange for the Aggregate Consideration.

Purchase and Sale of Shares. Subject to the terms of this Agreement, Purchaser agrees to purchase from the Corporation, and the Corporation agrees to sell and issue to Purchaser, 1,289,513 shares of the Corporation’s Common Stock (the “Purchased Shares”) for the purchase price of $28.66 per share (the “Purchase Price”) or an aggregate purchase price of $36,957,442.58 (the “Subscription Amount”).

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”.

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 ​, 2,300,000 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.

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.

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.

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”.