The closing of the Exchange (the “ Closing ”) shall take place at the Company’s offices in Miami, Florida on the date hereof or by delivery of documents required to be delivered hereby by facsimile or other electronic transmission, including by email attachment. At Closing, (A) the Company shall deliver to each Holder a copy of the Company’s instructions to its transfer agent instructing the transfer agent to deliver one or more stock certificates evidencing the Shares, inclusive of such restrictive and other legends as set forth in Section 5.1 , and (B) each Holder shall deliver to the Company such instruments of transfer or other documentation and agreements evidencing the Exchange, in each case as the Company may reasonably request.