Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, the 2,900,000 Shares.  The Closing shall take place at the offices of Gusrae Kaplan Nusbaum PLLC, 120 Wall Street, 25 th Floor, New York, NY 10005 on the Closing Date or at such other location or time as the parties may agree.