The Closing of the purchase and sale of the Shares (the “ Closing ”) shall take place at the offices of Kramer Levin Naftalis & Frankel LLP on the third Business Day following the satisfaction or waiver of the conditions to closing specified herein (other than those conditions which will be satisfied at the Closing), or at such other location and on such other date as the Company and the Investors shall mutually agree.  The Company shall deliver a notice of the Closing Date to each Investor at least three (3) Business Days prior to the Closing Date.  On the Closing Date, each Investor shall cause a wire transfer in immediately available funds to be sent to the account designated by the Company, in an amount representing such Investor’s Subscription Amount, and the Company shall file the Certificate of Designations with the Registrar of Corporations.  Upon receipt of the Purchase Price by the Company, the certificates evidencing the Shares shall be released to the Investors.  In addition, in consideration of each Investor providing its Backstop Commitment hereunder, such Investor shall be entitled to receive at the Closing, its pro rata portion of the Commitment Fee.