The consummation of the purchase and sale of the Shares and other transactions contemplated hereby (the “ Closing ”) shall take place (and shall be deemed to occur) electronically at 10:00 AM, New York City time on the third (3 rd ) business day following the date of this Agreement, or at such other place and time as the parties may mutually agree; provided however that if the Closing does not occur prior to the close of business on March 3, 2017, this Agreement shall automatically terminate and be of no force and effect. The date on which the Closing occurs is referred to as the “ Closing Date ”.