At the Closings (as defined below), the Company hereby agrees to repurchase from the Selling Stockholder, and the Selling Stockholder hereby agrees to sell and deliver, or cause to be delivered, to the Company the Shares. The purchase will occur in three (3) tranches, with the first tranche of $125,000 being on February 8, 2016 (the “First Closing”). The second tranche will be for $250,000 and will occur on February 15, 2016 (the “Second Closing”). The third tranche will be for $375,000 and will occur on February 29, 2016 (the “Third Closing”; the First Closing, the Second Closing, and the Third Closing, collectively, the “Closings” and each a “Closing”). The Selling Stockholder shall not be required to sell any of the Shares at each Closing unless payment is made by the Company. In the event that a payment is not made at any Closing, then at the option of the Selling Stockholder, this Agreement may be deemed null and void as well as any related agreements, including, but not limited to, the Leak-Out Agreement (as defined below) at the end of the Cure Period, as defined in the Leak-Out Agreement. The Company acknowledges that the Shares are being repurchased at a price equal to the product of a) 135% multiplied by b) the sum of (i) the Stated Value and (ii) all accrued but unpaid dividends (the product of which shall herein be referred to as the “Repurchase Premium”).  Notwithstanding the foregoing, the Company may at any time accelerate the repayment schedule with no additional penalty beyond the Repurchase Premium.