Upon the terms and subject to the conditions of this Agreement, at the Closing (defined below), (a) the Selling Stockholder shall sell, transfer and deliver to the Buyer, free and clear of all security interests, claims, liens, equities or other encumbrances, 740,896 shares of Common Stock (the “ Shares ”) at a purchase price of $0.98 per share, for an aggregate purchase price of $726,078.08 (the “ P urchase Price ”), and (b) the Buyer shall purchase and acquire the Shares from the Selling Stockholder in exchange for the payment by the Buyer of the Purchase Price, pursuant to Section  1 .02( b ) .