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, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of up to $3,432,000 of Shares and Warrants. Notwithstanding anything herein to the contrary, in the event that a Purchaser’s Subscription Amount would cause such Purchaser’s Beneficial Ownership to exceed 9.99% of the issued and outstanding shares of Common Stock, at the option of such Purchaser, in lieu of Shares in excess of such amount, such Purchaser shall be issued a Pre-Funded Warrant. Each Purchaser shall deliver to the account designated by the Company, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser (it being understood that on Closing, such amount shall be reduced by, if applicable, the aggregate exercise price of the Pre-Funded Warrants issuable to such Purchaser). The Company and each Purchaser shall deliver the items set forth in Section 2.2 at the closing (“ Closing ”). Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of the Placement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares pursuant to Section 2.2(a) shall occur via “Delivery Versus Payment” (“ DVP ”)   ( i.e. , on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).