On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the satisfaction of the closing conditions set forth in this Agreement by the parties hereto, the Company shall sell, and the Purchasers, severally and not jointly, shall purchase, (in the amounts set forth for each Purchaser on the signature pages hereto) an aggregate of 4,375,000 Shares and Warrants to purchase 4,375,000 shares of Common Stock. The Company shall deliver to each Purchaser its respective Shares and a Warrant in such amount and on such terms as determined pursuant to Section 2.2(a)(v), the aggregate Subscription Amount will be released from the Escrow Account in accordance with the Escrow Agreement, and the Company and each Purchaser, as applicable, 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 Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.