In consideration of the issuance of the Convertible Notes and Warrants on the Closing Date, each Subscriber shall pay such Subscriber’s Purchase Price, as set forth on the corresponding signature pages hereto. The Purchase Price shall be payable to “Cross River Bank, as Escrow Agent.” The number of Warrant Shares eligible for purchase by each such Subscriber is set forth on the corresponding signature pages hereto. The Purchase Price will be allocated among the components of the Convertible Notes and Warrants so that each component of same will be fully paid and non-assessable.