On one or more Closing Dates, 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, the Company agrees to sell, and each of the Purchasers, severally and not jointly, agrees to purchase the Units for an aggregate purchase price up to a maximum of $2,250,000 (" Purchase Price "), each consisting of one share of Common Stock  together with Warrants to purchase in the aggregate shares of Common Stock equal to one hundred percent (100%) of the subscribed Shares (each such purchase and sale being the " Closing "), at a purchase price per Unit of $2.50 per Unit. Prior to the Closing, each Purchaser shall deliver to the Escrow Agent, inter   alia , such Purchaser's Subscription Amount as set forth on the signature page hereto executed by such Purchaser by a wire transfer of immediately available funds, and the Company shall, on the Closing Date, cause the Company  to deliver to each Purchaser, inter   alia , a certificate representing the number of Shares and Warrants purchased by each such Purchaser at the Closing as determined pursuant to Section2.2(a) and deliver to the Closing Document Escrow Agent the Retained Shares and Retained Warrants.  The Company and each Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the Closing.  Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closings shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.    Notwithstanding anything herein to the contrary, each Closing Date shall occur on or before May 31, 2017 (such outside date, " Termination Date ").  If any Closing is not held on or before the Termination Date, (i) all subscription documents executed by the Company or a Purchaser shall be returned to the Company or such Purchaser, as applicable, and (ii) each Subscription Amount shall be returned, without interest or deduction to the Purchaser who delivered such Subscription Amount.  If a Closing is not held on or before the Termination Date, the Company shall cause all subscription documents and funds to be returned, without interest or deduction to each prospective Purchaser.