The purchase and sale of the Shares shall take place on or before January 12, 2016; at such time and place as the Purchaser and Seller mutually agree upon orally or in writing (which time and place are designated as the “Closing”). At Closing, Purchaser shall deliver to Seller, in cash, by wire transfer to an account to be designated by Seller, or Seller may deliver a certified bank check payable to Thomas DeNunzio for the Purchase Price totaling the amount of Thirty Four Thousand Nine Hundred U.S. dollars and no cents (USD $34,900.00) (which amount shall include any good faith deposits made, if any), and Seller will immediately deliver the following to Purchaser: (A) the certificates representing the Shares transferred hereunder, duly endorsed for transfer to the Purchaser or accompanied by appropriate stock powers, (B) the original of the Certificate of Incorporation and bylaws, (C) all corporate books and records (including all accounting records and SEC filings to date); (D) written resignations of incumbent directors and officers of the Corporation; and (F) an affidavit certifying that all liabilities of the Corporation prior to the Closing date shall be paid in full out of the proceeds of this share purchase.