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 the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of (i) $1,000,000 principal amount of Debentures, (ii) $3,000,000 of Series E-7 “Pre-Paid” Warrant and (iii) Warrants as determined by pursuant to Section 2.2(a). Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to its Subscription Amount, and the Company shall deliver to each Purchaser its respective Debenture 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 EGS or such other location as the parties shall mutually agree. The Company covenants that, if the Purchaser delivers a Notice of Conversion (as defined in the Debentures) or Notice of Exercise (as defined in the Warrants) to convert any Debentures or exercise any Warrants between the Signing Date and the Closing Date, the Company shall deliver Conversion Shares and/or Warrant Shares, as the case may be, to the Purchaser on the Closing Date in connection with such Notice of Conversion or Notice of Exercise, as applicable.