The closing of the exchange to be made pursuant to this Agreement (the "Closing") shall take place at 10 a.m. E.S.T. on the day when the conditions to closing set forth in Articles V and VI have been satisfied or waived, or at such other time and date as the parties hereto shall agree in writing but no later than January 6, 2016 (the "Closing Date"), at the offices of UMHL, 315 Madison Ave 3rd Floor PMB #3050, New York City, NY 10017. At the Closing, Umatrin Shareholders shall (i) deliver to UMHL the stock certificates representing 80% of the Umatrin Shares, duly endorsed in blank for transfer or accompanied by appropriate stock powers duly executed in blank. In full consideration and exchange for the Umatrin Shares and payment, UMHL shall issue and exchange with Umatrin Shareholders a total of 100,000,000 UMHL Shares.