Common use of Exchange by the Shareholders Clause in Contracts

Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Four Million One Hundred Thousand (44,100,000) shares of Parent Common Stock and Parent Preferred Stock in such amounts and in such denominations as set forth on Exhibit B, attached hereto.

Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Four Thirty Seven Million One Hundred Thousand (44,100,00037,000,000) shares of Parent Common Stock and Parent Preferred Stock in such amounts and in such denominations as set forth on Exhibit B, attached heretoStock.

Exchange by the Shareholders. At the Closing (as defined in Section 1.02)Closing, the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company their Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Four 209,976,000 (Two Hundred and Nine Million One Nine Hundred Thousand (44,100,000and Seventy-Six Thousand) restricted shares of Parent Common Stock and Parent Preferred Stock Stock, in such the amounts and in such denominations as for each Shareholder set forth on in Exhibit B, attached heretoB (the “Exchange Consideration”).

Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Four Ten Million One Hundred Thousand (44,100,00010,000,000) shares of Parent Common Stock Stock, after giving effect to the Forward Split and (ii) Parent Preferred Stock Warrants to purchase an aggregate of Six Million (6,000,000) shares of the Parent’s common stock, issuable to certain shareholders and in such amounts and in such denominations as set forth on Exhibit BA, attached hereto.

Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens immediately in exchange for (i) an aggregate of Forty Six Million Four Million Hundred Fifty Four Thousand Six Hundred Eighty One Hundred Thousand (44,100,0006,454,681) shares of Parent Common Stock and Parent Preferred Stock Stock, in such the amounts and in such denominations as for each Shareholder set forth on Exhibit B, attached hereto.A.

Exchange by the Shareholders. At the Closing (as defined in Section 1.02)Closing, the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company their Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Four 337,500,000 (Three Hundred and Thirty Seven Million One Five Hundred Thousand (44,100,000Thousand) restricted shares of Parent Common Stock and Parent Preferred Stock Stock, in such the amounts and in such denominations as for each Shareholder set forth on in Exhibit B, attached heretoB (the “Exchange Consideration”).

Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Four Twenty Million One Hundred Thousand (44,100,00020,000,000) shares of Parent Common Stock and Parent Preferred Stock in such amounts and in such denominations as set forth on Exhibit BStock, attached heretoafter giving effect to a 37.39716 for one forward split.

Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Four Million One Hundred Thousand (44,100,000) 1,750,001 shares of Parent Common Stock and Parent Preferred Stock in such amounts and in such denominations Stock, as set forth on Exhibit B, attached hereto.

Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Four Nineteen Million One Six Hundred Two Thousand (44,100,00019,602,000) shares of Parent Common Stock and Parent Preferred Stock in such amounts and in such denominations as set forth on Exhibit B, attached heretoStock.

Exchange by the Shareholders. At the Closing (as defined in Section 1.02), ): (i) the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for Liens; (iii) an aggregate of Forty Four Million One Hundred Thousand the Parent shall deliver certificates representing (44,100,000a) 70,000,000 shares of the Parent Common Stock issued in accordance with Exhibit “A”; and Parent Preferred Stock in such amounts and in such denominations as set forth on Exhibit B(b) options to purchase 1,000,000 additional common shares of the Parent’s common stock at the exercise price of $.50 per share until September 30, attached hereto2017.

Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Four Million One Hundred Thousand (44,100,000) 55,564,742 shares of Parent Common Stock and or the exchange of 1 Company Share for 4.29399 Parent Preferred Stock in such amounts and in such denominations as set forth on Exhibit B, attached heretoShares.

Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Two Million Four Million One Hundred Ninety Nine Thousand Nine Hundred Ninety Eight (44,100,0002,499,998) shares of Parent Common Stock and Parent Preferred Stock Stock, in such the amounts and in such denominations as for each Shareholder set forth on Exhibit B, attached hereto.A.

Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Four Twenty Two Million One Five Hundred Thousand (44,100,00022,500,000) shares of Parent Common Stock and Parent Preferred Stock in such amounts and in such denominations as set forth on Exhibit BStock, attached heretoafter giving effect to a forward split by way of a dividend of an additional 14.28117 shares of common stock for each one share of common stock outstanding.

Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, and assign and deliver to the Parent all of the Company Shares free and clear of all Liens (as defined herein) in exchange for (i) an aggregate of Forty Four Million One Hundred Thousand (44,100,000) 2,540,000 shares of Parent Common Stock and 8,746,000 shares of Parent Preferred Stock in such , (ii) the Cash Consideration and (iii) the Note. The amounts and in such denominations as of the Parent Securities, Cash Consideration and Note allocated among the Shareholders are set forth on in Exhibit BC, attached hereto.

Exchange by the Shareholders. (a) At the Closing (as defined in Section 1.02), the Shareholders Shareholder shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Four Million One Hundred Thousand (44,100,000) 90,000,000 shares of Parent Common Stock and the right to receive $1,500,000 in cash at the end of the first fiscal quarter in which the Parent Preferred Stock in such amounts and in such denominations as set forth will have cash on Exhibit B, attached heretohand of at least $5,000,000.

Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Four Twenty Eight Million One Seven Hundred Eighty Eight Thousand Two Hundred and Fifty Two (44,100,00028,788,252) shares of Parent Common Stock and Parent Preferred Stock in such amounts and in such denominations as set forth on Exhibit B, attached heretoStock.

Exchange by the Shareholders. At the Closing (as defined in Section 1.02)Closing, the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company their Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Four Million One Hundred Thousand 50,000,000 (44,100,000Fifty Million) restricted shares of Parent Common Stock and Parent Preferred Stock Stock, in such the amounts and in such denominations as for each Shareholder set forth on in Exhibit B, attached heretoB (the “Exchange Consideration”).

Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens liens, security interests, pledges, equities and claims of any kind, voting trusts, shareholder agreements and other encumbrances (collectively, “Liens”) in exchange for (i) an aggregate of Forty Four Million One Hundred Thousand (44,100,000) 486,000 shares of Parent Common Stock and Parent Preferred Stock Stock, in such the amounts and in such denominations as for each Shareholder set forth on Exhibit B, attached hereto.A.