Subject to the terms and conditions of this Agreement, at the Closing (as defined below), Can-Fite shall purchase the Shares, and the Company shall sell the Shares to Can-Fite, in consideration of the irrevocable cancellation and waiver of the Indebtedness. The purchase and sale of the Shares and the cancellation and waiver of the Indebtedness shall take place remotely via the exchange of documents and signatures on the date hereof, or at such other time and place as the Company and Can-Fite mutually agree upon, orally or in writing (which time and place are designated as the “ Closing ”).