The closing (the “ Closing ”) of the purchase and sale of the Note shall take place on the date of this Agreement or at such later time as the Company and the Lender agree upon orally or in writing. At the Closing, the Lender shall deliver the Purchase Price to the Company by wire transfer of immediately available funds to an account designated in writing by the Company to the Lender prior to the Closing, and the Company shall deliver to the Lender the Note duly executed by the Company, in return for the Purchase Price provided to the Company. Also at the Closing, the Company shall deliver a duly executed Security Agreement and IP Security Agreement to the Lender, and the Lender shall deliver a duly executed Security Agreement and IP Security Agreement to the Company. The date of the Closing shall be referred to herein as the “ Closing Date ”.