The Offering is intended to be consummated in multiple Closings for aggregate Subscription Amounts of up to $400,000. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase Notes as determined pursuant to Section 2.2(a), in the amounts and for the Subscription Amount set forth on their respective signature pages hereto. The initial Closing is anticipated to be in the amount of $200,000, $100,000 of which shall be held in escrow and released as provided in a letter agreement to be entered into in connection with the initial Closing. After the initial Closing, the Company and the Purchasers agree to consummate additional Closings up to the aggregate $400,000 Subscription Amount less the Subscription Amount funded in the initial Closing, but only in such amounts and at such times as the Purchasers shall deem necessary and appropriate to fund purchase orders actually received by the Company for products the specifications of which have previously been approved by Purchasers; provided that Purchasers shall have no obligation to fund any Closing (i) after the date of the Reverse Merger, (ii) more than three months after the date hereof or (iii) if the Company shall have breached or defaulted on any term of any Transaction Document. At each Closing, the Company shall deliver to each participating Purchaser its respective Notes, as determined pursuant to Section 2.2(a), against payment of the Subscription Amount therefor, and the Company and the participating Purchasers shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon and subject to satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, Closings shall occur at such location as the parties shall mutually agree.