The closing of the Purchase (the “ Closing ”) shall take place at the offices of Kirkland & Ellis LLP, 3330 Hillview Avenue, Palo Alto, CA 94304, on the date hereof, or at such other place, time and date as shall be agreed between the Company and the Investor. The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date .” The Closing shall be deemed to occur and be effective as of 12:01 a.m., New York City time, on the Closing Date.