On the Closing Date (as defined below) (the “ Closing ”) and upon the terms and subject to the conditions set forth herein, the Seller shall deliver the Shares of the Company to the Purchaser free and clear of all liens and encumbrances (other than restrictions due to the fact that the Shares are ‘restricted securities’ as such term is defined in Rule 144 of the Securities Act of 1933, as amended (the “ Securities Act ”)), and the Purchaser shall purchase the Shares from the Seller for an aggregate of $300,000 ($0.70 per Share) (the “ Purchase Price ”).