In accordance with the terms and conditions of this Agreement, the Company hereby agrees to issue to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, the Shares, for the aggregate purchase price (the “ Purchase Price ”) as is specified on the signature page to this Agreement. Upon the Purchaser’s execution and delivery of this Agreement, and the receipt by the Company of the Purchase Price, the Company shall issue a certificate representing the Shares to the Purchaser. The closing of the purchase and sale of the Shares shall take place at the offices of Pryor Cashman LLP, 7 Times Square, New York, New York 10036, on the date hereof or at such other time and place as the Company and the Purchaser mutually agree.