On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the Company will sell and Purchaser will purchase the Note. The terms and provisions of the Note are more fully set forth in the form of Promissory Note attached hereto as Exhibit A . The purchase price to be paid by Purchaser to the Company to acquire the Note shall be $900,000 (the “ Purchase Price ”). The Company shall deliver to Purchaser an executed Promissory Note.