On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $8,000,000 of shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and Warrants as determined pursuant to Section 2.2(a). The aggregate number of shares of Preferred Stock sold hereunder shall be 8,000. The Company shall deliver to each Purchaser at the Closing its respective shares of Preferred Stock 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 Closing. Upon satisfaction of the covenants and conditions set forth in Section 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. Settlement of the shares of Preferred Stock shall occur via “Delivery Versus Payment” (i.e., on the Closing Date, the Company shall issue the shares of Preferred Stock registered in the Purchasers’ names and addresses and electronically released by the Transfer Agent directly to the applicable Purchaser, and payment therefor shall be made by each Purchaser by wire transfer to the Company).