Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, the Company agrees to issue, sell and deliver to the Purchaser, free and clear of any pledge, mortgage, security interest, encumbrance, lien, charge, assessment, claim or restriction of any kind or nature, and the Purchaser agrees to purchase from the Company, on the Closing Date (as defined below), the number of Shares set forth on Schedule 1 (the “ Primary Shares ”) plus the remaining number of Shares set forth on Schedule 1 that are not issued and sold to another investor in the Private Placement (as defined below) (such Shares, the “ Private Placement Shares ” and, together with the Primary Shares, the “ Purchase Shares ”).