In exchange for Stockholder’s agreement to cancel and terminate the Cancelled Shares as set forth in Section 1.1 hereof and the release of claims as set forth in Section 1.4 hereof, the Company hereby agrees to pay Stockholder an amount equal to four million United States dollars ($4,000,000) (the “ Cancellation Price ”), subject to withholding for applicable taxes. Payment will be made no later than ninety (90) days from the Effective Date.