Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Shareholders will sell, convey, assign, and transfer all of the issued and outstanding common stock of Health Max (the “Health Max Shares”) to WRAP by delivering to WRAP a stock certificate issued in the name of WRAP evidencing the Health Max Shares (the “Health Max Share Certificate”).  The Health Max Shares transferred to WRAP at the Closing shall constitute 100% of the issued and outstanding equity interests of Health Max.