$SEGN The LOI call for RII to exchange SEGN common stock for 100% of the Equity Interests of UMC for an aggregate purchase price of Four Million Five Hundred Thousand US Dollars, ($4,500,000.00), subject to adjustment based on Buyer's due diligence review, any third party valuation reports of the Company that Buyer may obtain and any adjustment terms set forth in the Definitive Agreement with the intent to operate the Company as a wholly-owned subsidiary. The Purchase Price subject to adjustment, (i) the assumption or pay off of Two Million Nine Hundred Thousand US Dollars ($2,900,000.00), with a minimum payment of $300,000 cash buy June 15, 2020, and (ii) One Million Six Hundred Thousand Dollars, ($1,600,000.00) worth of Success Entertainment Group International, Inc., ("SEGN" common stock, calculated at the closing price the day of the close.