On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of 5,885,000 shares of Common Stock (collectively, the “ Securities ”). At the Closing, the Company shall deliver the Securities to each Purchaser in such amounts as set forth on Schedule 2.1 against payment by the Purchasers via wire transfer of immediately available funds equal to the Purchase Price as set forth on Schedule 2.1 and in respect of the Exit Financing Commitment Fee. For the purposes of clarity, the Company and the Purchasers agree that the following shall apply with respect to the Securities to be purchased by the Purchasers hereunder: the aggregate number of Securities to be purchased by Purchasers as of the Closing Date assumes that during the period between March 18, 2016 and the Closing Date, there shall have been no issuance of additional shares of Old Common Stock or Old Common Stock Equivalents, and there shall have been no change in the number of issued and outstanding shares of Old Common Stock, other than issuances of Exempted Securities.