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 $[___] of Shares and Warrants. Each Purchaser shall elect to settle the purchase and sale of the Shares by DWAC Settlement or Physical Settlement (as such terms are defined below) by delivering a completed Settlement Election in the form attached hereto (“ Settlement Election ”) to the Company or the Placement Agent contemporaneously with or promptly following such Purchaser’s delivery of its executed signature page hereto to the Company.