Tuesday, February 19, 2019 11:15:12 AM
2.2 Purchase Price. The aggregate purchase price payable by Buyer as consideration for the sale and transfer of the Wavetech Shares (the “Purchase Price”) shall be a number of SGSI Common Shares equal to the Company Net Equity Value divided by the price per share of Buyer at the close of trading on the OTCQB Venture Marketplace on the date immediately prior to the date hereof ($0.15 per share) (the “SGSI Closing Shares”):
(i) [$110,000,000/the lesser of (1) the average VWAP for a share of SGSI common stock for the ten (10) consecutive trading days prior to the date of the execution of the definitive agreement and (2) $0.25], and
(ii) minus the Buyer Closing Debt.
2.3 Calculation and Payment of Purchase Price.
(a) Calculation of Estimated Purchase Price. Two (2) days prior to Closing, an estimate of the Purchase Price shall be calculated as follows (the “Estimated Purchase Price”):
(i) [$110,000,000/the lesser of (1) the average VWAP for a share of SGSI common stock for the ten (10) consecutive trading days prior to the date of the execution of the definitive agreement and (2) $0.25], and
(ii) plus the Estimated Buyer Closing Debt paid by the Company and cancelled by using cash
provided by the Company.
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