The purchase and sale of the Notes by the Company to the Purchaser shall occur at one closing of the Offering (a “ Closing ” and the date of such Closing, the “ Closing Date ”) to occur on November 17, 2016. Purchasers signing a counterpart signature page to this Agreement as of a Closing Date shall become parties to this Agreement only as of such Closing Date. On each 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 Purchaser agrees to purchase, a principal amount of the Notes equal to its Subscription Amount plus an original issue discount of 5%. The Purchaser shall deliver to the Company, via wire transfer within three (3) business days of the Closing Date, immediately available funds equal to its Subscription Amount together with the surrender of a promissory note in the principal amount of $306,000 which shall represent a portion of the aggregate Subscription Amount of $1,000,000, and the Company shall deliver to the Purchaser its Notes, as determined pursuant to Section 2.2(a), and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the conditions set forth in Sections 2.2 and 2.3, the initial Closing shall occur at the offices of SM or such other location as the parties shall mutually agree.