On the date of the Closing, 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, up to an aggregate of 1,800,000 Units at a per Unit purchase price equal to $5.00 per Unit, for total offering proceeds to the Company of Nine Million Dollars ($9,000,000).  Each Unit price of $5.00 consists of a per share price of $2.50 for the share of Preferred Stock plus a per share price of $2.50 for the share of Common Stock.  For every Unit subscribed by each applicable Purchaser, the Company shall issue such number of Warrants as set forth in Section 2.2(a) below. Each Purchaser shall deliver to the Escrow Agent via wire transfer or a certified check of immediately available funds equal to such Purchaser's Subscription Amount as set forth on the signature page hereto executed by such Purchaser and the Company shall deliver to each Purchaser its respective Shares, 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. With the consent of the Placement Agent, in lieu of delivering such funds to the Escrow Agent, Purchaser may deliver such funds at the Closing to the Company via wire transfer or a certified check of immediate available funds. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3 , the Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree and the Subscription Amount shall be released from escrow to the account of the Company in accordance with the terms of the Escrow Agreement.