Common use of Purchase Price; Payment; Assumed Liabilities; Allocations Clause in Contracts

Purchase Price; Payment; Assumed Liabilities; Allocations. (a) Purchase Price; Payment and Other Consideration. The purchase price for the Assets shall be FIVE MILLION DOLLARS ($5,000,000.00) (the “Purchase Price”). Payment of the Purchase Price shall be made as follows: At Closing, Buyer shall transfer THREE MILLION THREE HOUNDRED THIRTY-THREE THOUSAND THREE HUNDRED THIRTY THREE (3,333,333) shares of Buyer’s common stock and execute a convertible promissory note in favor of the Seller in the amount of FOUR MILLION and 00/100 DOLLARs ($4,000,000.00) (the “Note”), convertible into Buyer’s shares of common stock, $0.001 par value per share (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in the Note;