Sale of Units. Subject to the terms and conditions of this Agreement, on the Purchase Date (as defined below) the Company will sell to Investor, and Investor agrees to purchase from Company, ​ Units for a total purchase price of ​. Each Unit consisting of # 4,000 shares of the Company's Common Stock, par value ​ per share and # Warrants in the form attached as [Exhibit A] hereto to purchase 4,000 shares of the Company's Common Stock, par value ​ per share at an exercise price of ​ per share.

Sale. Merchant hereby sells to Purchaser a finite amount of its Future Receivables, the dollar value of which is set forth above as “Amount Sold”, in exchange for the Purchase Price. Merchant agrees to remit the Purchased Percentage of Merchant’s Future Receivables until Purchaser receives the total Amount Sold. “Future Receivables”, when used anywhere in this Agreement, means:

Sale. Subject to the terms and conditions set forth in this Agreement, Purchaser shall purchase from the Seller and the Seller shall sell to Purchaser the Securities for an aggregate purchase price of ​ (“Purchase Price”).

Sale. If a Grantee’s employment is terminated during the Award Period and the Company determines that such termination resulted from the sale of his or her subsidiary, division or joint venture, the following portion of this PSU Award will be distributed at such time as it would have been paid if employment had continued, based on the Final Award: one third if employment terminates on or after the Grant Date but before the first anniversary of the Award Period thereof; and all if employment terminates on or after the first anniversary of the first day of the Award Period. The remainder will be forfeited on the date a Grantee’s employment ends.

Sale. Subject to the terms and conditions of this Agreement, the Vendor agrees to sell 100 percent of the Asset for a total consideration of sixty-five million six hundred thousand (65,600,000) shares of Common Stock of Advanced Environmental Petroleum Producers Inc. (AEPP) formerly known as Electric Vehicle Research Corp Inc. (the “Purchase Price”). This is a private transaction between the Vendor and Purchaser.

Sale Leasebacks. Become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether or not a Capitalized Lease, of any property (whether real, personal or mixed), whether now or hereafter acquired, # which any Loan Party or any Restricted Subsidiary has sold or transferred or is to sell or transfer to a Person which is not a Loan Party or a Restricted Subsidiary or # which any Loan Party or any Restricted Subsidiary intends to use for substantially the same purpose as any other property which has been sold or is to be sold or transferred by a Loan Party or a Restricted Subsidiary to another Person which is not a Loan Party or a Restricted Subsidiary in connection with such lease (each, a “Sale Leaseback”); provided that the Loan Parties may enter into Sale Leasebacks so long as # such Sale Leaseback is permitted pursuant to [[Section 7.05(f) and (b)])]] the terms of such Sale Leaseback are on commercially reasonable, arm’s length terms to a third party that is not an Affiliate of any Loan Party or Restricted Subsidiary.

True Sale. Each Transferred Asset sold hereunder shall have been sold by the Seller to the Purchaser in a “true sale” (or in the case of a Participation, a “true participation”) and “absolute transfer”, free and clear of any Lien (except for Permitted Liens).

Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for consolidated accounting purposes) in any manner other than as a true sale, true participation or other absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets Conveyed or purported to be Conveyed hereunder (or, in the case of each Transferred Assets conveyed via Participation, of a beneficial ownership interest therein); provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP if any consolidated financial statements of the Seller contain footnotes that the Transferred Assets have been sold to the Purchaser.

True Sale. Except for purposes of GAAP, the Borrower will not account for or treat the transactions contemplated by the First Tier Master Purchase Agreement and the Second Tier Purchase Agreement in any manner other than as the sale, or absolute assignment, of the Receivables and other Collateral by the Originators to ​ and by ​ to the Borrower, respectively.

Re: Sale of ​ Common Units (the “Common Units”) of ​ (the “Partnership”) to Qualified Institutional Buyers in a Private Placement