The Purchasers will purchase, severally and not jointly, an aggregate of up to $600,000 in Subscription Amount corresponding to an aggregate of up to $660,000 in Principal Amount of Notes. The purchase will occur in up to two (2) tranches of (each a "Tranche," and collectively the "Tranches"), with the first Tranche a Subscription Amount of $300,000 being funded to the Company upon execution of this Agreement (the "First Closing"). The second Tranche will be for a Subscription Amount of $300,000 and will be funded no earlier than one-hundred and eighty (180) days following the First Closing but no later than two-hundred and ten (210) days following the First Closing (the "Second Closing"), subject to the Closing Conditions provided for herein; the First Closing and the Second Closing, collectively referred to as the "Closings" and each a "Closing"). Each Purchaser shall not be required to fund any Tranche subsequent to the first Tranche if (a) the Company, its Subsidiaries, or any of the directors or officers of the Company or its Subsidiaries commit fraud, (b) the Company or its Subsidiaries breach any covenant contained herein or in the other Transaction Documents, (c) if there is an Event of Default (as defined in the Notes) on any Closing Date, or (d) there is an event of default under any other Transaction Documents on any Closing Date. At each Closing, each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser's Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Note and a Warrant, as determined pursuant to Section 2.3(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.3 deliverable at the Closing.