On the Initial 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, Purchased Shares for Subscription Amounts not to exceed $1,500,000 in the aggregate. At the Initial Closing, each Purchaser shall deliver to the Company, via wire transfer or a certified check of immediately available funds, an amount equal to such Purchaser’s Subscription Amount (or by surrendering one or more promissory notes for conversion of the principal amount thereof, and all interest accrued but unpaid thereon, in payment of such Subscription Amount), and the Company shall deliver to each Purchaser a certificate representing the Purchased Shares for which such Purchaser has subscribed and paid and a Warrant; and the Company and the Purchasers shall deliver the other items as set forth herein that are deliverable at the 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 Company’s counsel or such other location as the Parties shall mutually agree.