Common use of Exchange Consideration Clause in Contracts

Exchange Consideration. In full consideration for the common stock to be conveyed, set over, delivered, assigned and transferred to Buyer pursuant to Section 1.1 hereof, and upon the terms and subject to the conditions contained herein, Buyer shall, in exchange for one hundred percent (100%) of the outstanding Common Stock, issue and deliver to the Stockholders for the following consideration: (i) 7,430,000 shares of Buyer's no par value common stock ("Buyer's Common Stock"), and (ii) 4,092,376 shares of Buyer's Series B Convertible Preferred Stock ("Preferred Stock"); all as set forth in more detail in Exhibit C (all consideration collectively referred to herein as the "Exchange Consideration"), such exchange will be at the time and in the manner provided for in Section 2.2 hereof. The pro rata portion of the Exchange Consideration that each Stockholder is entitled to receive is set forth in Exhibit A hereto.