Upon satisfaction of the conditions set forth herein, a closing shall occur at the principal offices of the Company, or such other location as the parties shall mutually agree. At closing, Holder shall deliver the Original Note to the Company and the Company shall deliver to the Holder the New Note and shall pay to Sichenzia, Ross Ference Kesner LLP, counsel to Holder, the fees and expenses of counsel to Holder in the amount of $10,000. On June 1, 2017, without any further action by the Holder, the Company shall deliver the Shares in accordance with the terms hereof.