Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Seller hereby agrees to sell the number of Shares set forth next to such Seller’s name on Exhibit A, and each Purchaser hereby agrees to purchase such Shares from the Sellers, in the amounts set forth next to each Purchaser’s name on Exhibit B , for an aggregate purchase price of One Hundred and Fifty Thousand U.S. Dollars ($150,000, the “ Gross Purchase Price ”), paid in accordance with Section 1.03 below. This is a private transaction between the Sellers and Purchasers.