On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each of the Purchasers, severally and not jointly, agrees to purchase, an aggregate of up to Four Million Seven Hundred and Fifty Thousand Dollars ($4,750,000) of principal amount of Notes representing such Purchaser's Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and Warrants as determined pursuant to Section 2.2(a) (such purchase and sale being the " Closing ").  Each Purchaser shall deliver to the Escrow Agent such Purchaser's Subscription Amount by wire transfer of immediately available funds, and the Company shall deliver to the Closing Document Escrow Agent each Purchaser's respective Note 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.  Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.  Notwithstanding anything herein to the contrary, the Closing Date shall occur on or before June 30, 2017 (" Termination Date ").  If the Closing is not held on or before the Termination Date, the Company shall cause all subscription documents and funds to be returned, without interest or deduction to each prospective Purchaser.  Notwithstanding anything to the contrary herein, the Notes shall not be convertible until such time as the Company receives the required approvals by the NASDAQ Capital Market for the issuance and listing of the Securities, including the approval of its Listing of Additional Shares Application related to the Securities (such approval, " NASDAQ Approval "), which the Purchaser understands may require the approval of the Offering by the Company's shareholders.