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 ONE MILLION and ONE HUNDRED THOUSAND 00/100 DOLLARS ($1,100,000.00) plus FIVE HUNDRED THOUSAND (500,000) new COMMON SHARES of Buyer, and FIVE HUNDRED THOUSAND (500,000) WARRANTS with a strike price of $1.85 expiring on February 28, 2023 (see WARRANT AGREEMENT), as follows, subject to proration as set forth herein (the “Purchase Price”). Payment of the Purchase Price and other consideration shall be made as follows: A. At Closing, Buyer shall pay Seller cash in the sum of ONE HUNDRED THOUSAND and 00/100 DOLLARS ($100,000.00); B. At Closing, Buyer shall execute a secured promissory note in favor of the Seller in the amount of ONE MILLION and 00/100 DOLLARs ($1.000,000.00) in favor of the Seller (the “Note”); C. At Closing, Buyer shall issue FIVE HUNDRED THOUSAND (500,000.00) of shares of common stock at the then trading value at Closing to D▇▇▇▇▇ ▇▇▇▇▇▇▇ or assignee; D. At Closing, Buyer shall execute a Warrant Agreement in favor of the Seller for FIVE HUNDREDTHOUSAND (500,000.00) Warrants with a strike price of $1.85 expiring on February 28, 2023.

Purchase Price; Payment; Assumed Liabilities; Allocations. (a) Purchase Price; Payment and Other Consideration. The purchase price for the Assets shall be ONE MILLION and ONE HUNDRED SEVENTY FIVE THOUSAND 00/100 DOLLARS ($1,100,000.0075,000.00) plus FIVE TWO HUNDRED FIFTY THOUSAND (500,000250,000) new COMMON SHARES of Buyer, and FIVE TWO HUNDRED FIFTY THOUSAND (500,000250,000) WARRANTS with a strike price of $1.85 2.70 expiring on February 28March 31, 2023 (see WARRANT AGREEMENT), as follows, subject to proration as set forth herein (the “Purchase Price”). Payment of the Purchase Price and other consideration shall be made as follows: A. At Closing, Buyer shall pay Seller cash in the sum of ONE HUNDRED SEVENTY FIVE THOUSAND and 00/100 DOLLARS ($100,000.0075,000.00); B. At Closing, Buyer shall execute a secured promissory note in favor of the Seller in the amount of ONE MILLION and 00/100 DOLLARs ($1.000,000.00) in favor of the Seller (the “Note”); C. At Closing, Buyer shall issue FIVE TWO HUNDRED FIFTY THOUSAND (500,000.00250,000.00) of shares of common stock at the then trading value at Closing to D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or assignee; D. C. At Closing, Buyer shall execute a Warrant Agreement in favor of the Seller for FIVE HUNDREDTHOUSAND TWO HUNDRED FIFTY THOUSAND (500,000.00250,000.00) Warrants with a strike price of $1.85 2.70 expiring on February 28March 31, 2023.