On the Closing Date, Upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, (i) the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $2,352,941 principal amount of the Notes for an aggregate purchase price of $2,000,000 and (ii) the Company and the holders of certain existing notes agree to effect the Debt Exchange. Each Purchaser shall either (i) deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser or (ii) in the case of any Debt Exchange(s), deliver evidence of their outstanding indebtedness equal to such Purchaser’s Debt Exchange Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Note and Warrants, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Initial Closing shall occur at the offices of the Company or Company Counsel or such other location as the parties shall mutually agree.