Based on the Fair Market Valuation and subject to any adjustment as described below, the Purchase Price payable by MMT to Dabble for the Equity/Assets shall be as follows:
Total Purchase Price: $ 3,750,000.00
Cash Total: $750,000.00
MMT Stock: 996,678 Shares
The Purchase Price of the Equity/Assets is predicated on projected annual gross revenues of $3,000,000.00 to December 31, 2019, as described above, and the assumption of debts associated with the normal course of business. The Purchase Price will be adjusted to reflect the actual gross revenue achieved as of December 31, 2019 and will be memorialized in the Long Form Agreement (as defined below).
No adjustment in the Purchase Price will be made if the variation between actual and projected sales is plus or minus 10%.
Dabble agrees to operate following its normal business and commercial practices for the purpose of revenue generation and in an effort to secure comparable margins to those historically achieved by them, as well as maintaining reasonable working capital also as per historic operations. In addition, MMT shall assume all Dabble contracts, subject to any necessary third-party consents ("Consents") and all related obligations attendant to the acquisition as of the Closing Date (as hereinafter defined).
All of the Assets and/or equity of Dabble shall be transferred to MMT at the Closing (as defined below), free and clear of all liens, claims and security interests, through a merger and acquisition structure mutually agreed upon by both MMT and Dabble and at which time the balance sheet will look substantially similar to the balance sheet at the time of the valuations.