Common use of The Purchase Clause in Contracts

The Purchase. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below): (i) the Selling Stockholders shall sell, assign, transfer and deliver to Buyer, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the Purchased Shares as set forth on Schedule 1 to this Agreement by delivery of the original certificates representing the Purchased Shares or irrevocable letters of instruction to the Company’s transfer agent with respect to shares of Purchased Shares held in book entry form and/or stock powers duly executed in blank, with signatures medallion guaranteed, in each case, in form and substance acceptable to Buyer’s counsel, and legally sufficient to transfer ownership of the Purchased Shares to Buyer; and (ii) Buyer shall pay an aggregate of Three Hundred Thousand Dollars ($300,000), comprised of the Deposit (as defined below) and an additional Two Hundred Fifty Thousand Dollars ($250,000) (the “Closing Payment;” and together with the Deposit, the “Purchase Price”), payable by delivery of the Deposit and the Closing Payment, less Twenty Thousand Thousand Dollars ($20,000) (the “Escrow Deposit”) as set forth in the Restricted Escrow Agreement, to the Buyer’s Escrow Agent in accordance with the wire instructions included with the Escrow Agreement or as otherwise instructed by the Selling Stockholders in writing not less than forty eight (48) hours prior to the Closing Date. (b) At or prior to the Closing, the Company will spin out all assets and liabilities, including but not limited to, those representing monetary obligations, fixed and contingent, and all contractual obligations related to the assets of the Company or otherwise (the terms of this Section 1.02(b), together with those of Section 1.02(a) are hereinafter referred to collectively as the “Spin Off”), as set forth in the spinout documents required as a condition to Closing set forth in Section 5.02(a) below (the “Spin Off Documents”). (c) At the Closing, Buyer shall, on delivery by the Selling Stockholders of the documentation described in Section 1.01(a)(i) above, be recorded in the stock ledger of the Company as the record and beneficial owner of the Purchased Stock. (d) The purchase and sale of the Purchased Shares as set forth in this Section 1.01, subject to the other terms and conditions herein, is referred to herein as the “Purchase.”

The Purchase. (a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below): Date, (i) the Selling Stockholders SMC shall sell, assign, transfer and deliver to BuyerSCRED, free and clear of all security interests, liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the 53,492,500 shares of CRDX Common Stock held by SMC (the “SMC Sale Shares”); and (ii) EWP shall sell, assign, transfer and deliver to SCRED, free and clear of all security interests, liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the Purchased 5,000,000 shares of CRDX Common Stock held by EWP (the “EWP Sale Shares”). The SMC Shares and the EWP Shares may be referred to herein collectively as set forth on Schedule 1 to this Agreement by the “Shares”. (b) In exchange for the sale, assignment, transfer and delivery of the original certificates representing the Purchased Shares or irrevocable letters Shares, SCRED shall (i) pay to SMC a total purchase price of instruction to the Company’s transfer agent with respect to shares of Purchased Shares held in book entry form and/or stock powers duly executed in blank, with signatures medallion guaranteed, in each case, in form and substance acceptable to Buyer’s counsel, and legally sufficient to transfer ownership of the Purchased Shares to Buyer; and (ii) Buyer shall pay an aggregate of Three Hundred Thousand Dollars ($300,000), comprised of the Deposit (as defined below) and an additional Two Hundred Fifty Thousand Dollars ($250,000) 342,944.61 (the “Closing Payment;” SMC Purchase Price”) and together with (i) pay to EWP a total purchase price of $32,055.39 (the Deposit, “EWP Purchase Price”). The SMC Purchase Price and the EWP Purchase may collectively be referred to as the “Purchase Price”), payable by delivery of the Deposit and the Closing Payment, less Twenty Thousand Thousand Dollars ($20,000) (the “Escrow Deposit”) as set forth in the Restricted Escrow Agreement, to the Buyer’s Escrow Agent in accordance with the wire instructions included with the Escrow Agreement or as otherwise instructed by the Selling Stockholders in writing not less than forty eight (48) hours prior to the Closing Date. (b) At or prior to the Closing, the Company will spin out all assets and liabilities, including but not limited to, those representing monetary obligations, fixed and contingent, and all contractual obligations related to the assets of the Company or otherwise (the terms of this Section 1.02(b), together with those of Section 1.02(a) are hereinafter referred to collectively as the “Spin Off”), as set forth in the spinout documents required as a condition to Closing set forth in Section 5.02(a) below (the “Spin Off Documents”). (c) At SMC shall be responsible for the Closingpayment of any and all taxes that may be imposed on SMC pursuant to the Transactions, Buyer shallincluding, on delivery by the Selling Stockholders without limitation, as a result of the documentation described in Section 1.01(a)(i) above, be recorded in the stock ledger receipt of the Company SMC Purchase Price. EWP shall be responsible for the payment of any and all taxes that may be imposed on EWP pursuant to the Transactions, including, without limitation, as the record and beneficial owner a result of the Purchased Stock. (d) The purchase and sale receipt of the Purchased Shares as set forth in this Section 1.01, subject to the other terms and conditions herein, is referred to herein as the “PurchaseEWP Purchase Price.”

The Purchase. (a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below): (i) the Selling Stockholders Date, Seller, shall sell, assign, transfer and deliver to Buyer, free and clear of all liensLiens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, seven and one-half percent (7.5%) all of the Purchased Shares shares of TeamGlobal Common Stock held by Seller, as set forth on Schedule 1 to this Agreement by the Capitalization Table, for the payment set forth in Section 2.01(b)(i), and TeamGlobal shall purchase, free and clear of all Liens, all the remaining shares of TeamGlobal Common Stock for the payments set forth in Section 2.01(b)(ii) and Section 2.01(b)(iii). (b) In exchange for the sale, assignment, transfer, redemption, and delivery of the original certificates representing the Purchased Shares or irrevocable letters of instruction to the Company’s transfer agent with respect to shares of Purchased Shares held in book entry form and/or stock powers duly executed in blankTeamGlobal Common Stock, with signatures medallion guaranteed, in each case, in form Buyer and substance acceptable to Buyer’s counsel, and legally sufficient to transfer ownership of the Purchased Shares to Buyer; and (ii) Buyer TeamGlobal shall pay an aggregate to Seller a total purchase price of Three Hundred Thousand Dollars $4,000,000 ($300,000), comprised of the Deposit (as defined below) and an additional Two Hundred Fifty Thousand Dollars ($250,000) (the “Closing Payment;” and together with the Deposit, the “Purchase Price”), payable by delivery . The Purchase Price shall be paid by: (i) wire transfers from Buyer to Seller on the Closing Date of the Deposit and total amount of $300,000; (ii) wire transfer from TeamGlobal to Seller on the Closing Payment, less Twenty Thousand Thousand Dollars Date of the total amount of $2,000,000; and (iii) delivery by TeamGlobal to Seller of a duly executed promissory note in the initial principal amount of $20,000) 1,700,000 dated the Closing Date in the form attached as Exhibit B (the “Escrow DepositNote”). The payments described in clauses (i) as set forth in the Restricted Escrow Agreement, to the Buyer’s Escrow Agent in accordance with the wire instructions included with the Escrow Agreement or as otherwise instructed by the Selling Stockholders in writing not less than forty eight and (48ii) hours prior to the Closing Date. (b) At or prior to the Closing, the Company will spin out all assets and liabilities, including but not limited to, those representing monetary obligations, fixed and contingent, and all contractual obligations related to the assets of the Company or otherwise (the terms of this Section 1.02(b), together with those of Section 1.02(a) preceding sentence are hereinafter hereafter referred to collectively as the “Spin Off”), as Cash Purchase Price” and will be made pursuant to wire instructions set forth in the spinout documents required as a condition to Closing set forth in Section 5.02(a) below (the “Spin Off Documents”).on Exhibit C. (c) At Seller shall be responsible for the Closingpayment of any and all Taxes that may be imposed on Seller pursuant to the Transactions, Buyer shallincluding, on delivery by the Selling Stockholders without limitation, as a result of the documentation described in Section 1.01(a)(i) above, be recorded in the stock ledger receipt of the Company as the record and beneficial owner of the Purchased StockPurchase Price. (d) The purchase and sale of the Purchased Shares as set forth in this Section 1.01, subject to the other terms and conditions herein, is referred to herein as the “Purchase.”