Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the 12,100,000 Shares.  The Closing shall take place at the offices of Brunson Chandler & Jones, PLLC, 175 South Main Street, 14 th Floor, Salt Lake City, Utah 84111, on the Closing Date or at such other location or time as the parties may agree.