(a) Upon and subject to the terms and conditions of this Agreement, the Sellers agree to sell and transfer to the Buyer or its designated subsidiaries the Shares and the Buyer hereby agrees that it and its designated subsidiaries will pay the Sellers $36,374,000, or $6.50 per share, in the aggregate as consideration for the Shares (the “ Transaction ”). The applicable number of Shares to be sold by each Seller and the portion of the purchase price to be paid to it is set forth on Annex A to this Agreement.