Upon the terms and subject to the conditions of this Agreement, on the Effective Date, the Company will issue and sell to the Investor, and the Investor shall purchase from the Company, 3,000,000 duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (also referred to as the “Purchased Shares”) at a purchase price of $1.00 per share (also referred to as the “Purchase Price”) for an aggregate purchase price of $3,000,000 (also referred to as the “Aggregate Purchase Amount”), by the delivery to the Investor of a Sale and Purchase Notice as provided below.