Common use of The Share Purchase Clause in Contracts

The Share Purchase. (a) Prior to the Closing of the Share Purchase and Merger, ASAP shall file with the Secretary of State of Nevada a Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Convertible Shares”) in the form annexed hereto as Schedule 1.01(a). On the Closing Date (defined herein), the Share Purchase shall be consummated, in which the Investors shall purchase from ASAP an aggregate of one hundred thousand (100,000) Series A Convertible Shares for cash consideration of Six Hundred Thousand and 00/100 Dollars ($600,000.00). The amount to be paid by and the number of Series A Convertible Shares to be distributed to each Investor is set forth in Schedule 1.01(b). (b) The Parties intend that the issuance of the Series A Convertible Shares to the Investors pursuant to the Share Purchase shall be exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder.