The purchase and sale of the Shares shall take place at one closing (the “ Closing ”).  The Closing of the transaction contemplated by this Agreement shall take place on the date hereof simultaneously with the execution and delivery of this Agreement by all parties hereto (such date, the “ Closing Date ”).  Subject to the terms and conditions hereof, at the Closing, Investor shall subscribe for and purchase the Shares from the Company in consideration of (i) $1,326,087 (the “ Cash Purchase Price ”) and (ii) 500,000 shares of common stock of the Investor (the the “ Equity Purchase Price ” and together with the Cash Purchase Price, the “ Purchase Price ”), and the Company shall issue and sell such Shares to Investor for the Purchase Price.