Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase Two Hundred Seventy-Seven Thousand Seven Hundred Seventy-Eight (277,778) shares (the “ Shares ”) of the Company’s common stock, $0.0001 par value per share (the “ Common Stock ”), at a purchase price of $3.60 per Share. The aggregate purchase price payable by Purchaser for the Shares shall be $1,000,000 (the “ Aggregate Purchase Price ”) and shall be payable at the Closing by wire transfer of immediately available funds as set forth below.