Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, the Shares. The date and time of the Closing shall be 5:00 p.m., Eastern time, on the Closing Date. The Closing shall take place at the offices of Troutman Sanders, LLP, 875 Third Avenue, New York, NY 10022, as promptly as practicable following the satisfaction or waiver of all of the conditions to Closing set forth in this Agreement. The Closing shall occur immediately prior to the closing of the transactions contemplated by the Asset Purchase Agreement.