On the Closing Date, subject to the terms and conditions set forth herein, (a) the Company shall sell, and the Purchaser shall purchase, the Note, for an aggregate purchase price of the Original Principal Amount; (b) the Purchaser shall deliver to the Company immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser; (c) the Company shall deliver the Note to the Purchaser; and (d) the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of the Company or such other location, including virtually, as the parties shall mutually agree.