The closing of the purchase and sale of the Note (the “ Closing ”) shall take place at the offices of Company Counsel or such other location as the parties shall mutually agree, or by transmission by facsimile and/or overnight courier, immediately following the execution hereof, or such later date or different location as the parties shall agree, but not prior to the date that the conditions set forth in Section 2.2 and 2.3 have been satisfied or waived by the appropriate party (the “ Closing Date ”). At the Closing: (A) the Purchaser shall deliver to the Escrow Agent, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser; (B) the Company shall deliver to the Purchaser its Note pursuant to Section 2.1(a) ; and (C) the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing.  If the Closing is not held on or before November 30, 2017, the Company shall cause the Escrow Agent to return all Subscription Amounts related to the Closing, without interest or deduction to the Purchaser.