Upon satisfaction of the conditions set forth herein and upon receipt of all closing deliverables set forth in this Section 5, unless waived by the Company and the Holder, a closing (the date of such closing sometimes referred to herein as the “Closing Date” or the “Effective Date”) shall occur at the offices of King & Spalding LLP, 601 S. California Ave., Palo Alto, California 94304, or such other location as the parties shall mutually agree. On or before the Closing Date, Holder shall deliver to the Company (a) certificates representing the Holder’s Preferred Shares, and (b) Holder’s Warrants, and the Company shall deliver to Holder in book entry form the total number of shares of restricted Common Stock of the Company as set forth on Schedule A annexed hereto. Additionally, on or before the Closing Date, the Company shall have received (i) Other Agreements executed by 100% of the Other Holders (as such terms are defined below) and (ii) conversion notices from holders of 100% of the outstanding shares of the Company’s Series A Preferred Stock, Series B Preferred Stock and Series E Preferred Stock, duly executed by each such holder and evidencing each such holder’s irrevocable intention to convert its respective preferred stock into Common Stock pursuant to the terms of the applicable Certificate of Designations for each such series of preferred stock. On the Effective Date, any and all obligations of the Company to Holder under the Certificate of Designations or with respect to the Preferred Shares or the Warrants shall be fully satisfied, the certificates evidencing the Preferred Shares and Warrants shall be cancelled, the Certificate of Designations, the Subscription Agreement and the Registration Rights Agreement shall be terminated and of no further force or effect and Holder will have no remaining rights, powers, privileges, remedies or interests under the Subscription Agreement, the Certificate of Designations, the Preferred Shares, the Warrants or the Registration Rights Agreement.