Upon the execution of this Agreement (the “Closing”) and subject to the terms and conditions of this Agreement, the Assignor shall sell, grant, assign, convey and deliver to the Assignee, and the Assignee shall purchase and accept from the Assignor, the Assigned Debt, including all right and obligations thereunder, for the purchase price specified in Section 2 below. The Assigned Debt shall be subject to the terms of the Note, except such terms that are amended by this Agreement. Payment for the debt shall be received by the assignor from the assignee by wire transfer of immediately available funds in an amount as set forth in this agreement, upon assignee’s confirmation of the clearance of the converted shares in DTC.