(a) On the terms and subject to the conditions set forth in this Agreement, subject to Section 2.01(b) , the Investor shall purchase and acquire from the Company an aggregate of the lesser of (i) 150,000 shares of Series A Preferred Stock and (ii) a number of shares of Series A Preferred Stock that equals (on an as-converted basis) 19.99% of the outstanding shares of the Company’s Common Stock at the time of Closing and, to the extent the number of shares of Series A Preferred Stock purchased by the Investor is less than 150,000, an aggregate number of shares of Series B Preferred Stock equal to the difference between 150,000 and the number of shares of Series A Preferred Stock purchased by the Investor (the “ Preferred Shares ”), and the Company shall issue, sell and deliver to the Investor, such number of Preferred Shares, for a purchase price per Preferred Share equal to $1,000; provided that in no event shall the number of shares of Series A Preferred Stock (on an as-converted basis) be in excess of 19.99% of the outstanding shares of the Company’s stock at the time of Closing (and, for the avoidance of doubt, to the extent that the number of shares of Series A Preferred Stock (on an as-converted basis) exceeds 19.99% of the outstanding shares of the Company’s Common Stock at the time of Closing, such number of shares of Series A Preferred Stock shall be reduced to that number of whole shares that constitutes less than 19.99% of the outstanding shares of the Company’s Common Stock at the time of Closing and any such reduction shall result in a commensurate increase in the number of shares of Series B Preferred Stock to be issued at the Closing). The aggregate purchase price of the Preferred Shares shall be up to $150,000,000 (the “ Purchase Price ”). The purchase of the Preferred Shares pursuant to this Section  2.01 is referred to as the “ Purchase ”.