The First Closing and any applicable Subsequent Closings are each referred to in this Agreement as a “ Closing .” The First Closing Date and any Subsequent Closing Dates are sometimes referred to herein as a “ Closing Date .” All Closings shall occur within the time periods set forth in the Private Placement Memorandum at the offices of Sichenzia Ross Ference Kesner LLP, counsel to the Placement Agent, at 1185 Avenue of the Americas, 37 th Floor, New York, New York 10036, or remotely via the exchange of documents and signatures.