On the Closing Date, subject to the terms and conditions hereof, each Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to issue and sell to each Purchaser, the shares of Preferred Stock (the “ Purchased Shares ”), the Series A Warrant with respect to Warrant Shares and the Series B Warrant with respect to Warrant Shares, in each case as set forth opposite such Purchaser’s name on Schedule A , for the amounts set forth opposite such Purchaser’s name on Schedule A . The consummation of the purchase and sale of the Purchased Shares hereunder (the “ Closing ”) shall take place on the Closing Date at the offices of Vinson & Elkins L.L.P., 1001 Fannin, Suite 2500, Houston, Texas 77002.