On the Closing Date (as defined below), the Subsidiary shall assign the Loan to the Company, and the Holder hereby consents to such Assignment. The closing of the Assignment and the Exchange shall occur on the date of the effectiveness of a Registration Statement registering the shares of common stock of the Company (the “Underlying Shares”) issuable upon conversion of the Exchange Securities, or as soon thereafter as the parties may mutually agree in writing (the “Closing Date”), subject to the provisions of Section 4 and Section 5 herein.