On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase,  up to an aggregate of 5,500,000   Shares.   Settlement for the Shares shall occur via Deposit/Withdrawal At Custodian (“DWAC”). On the Closing Date, following written confirmation of the Transfer Agent of initialization of DWAC transfers to each Purchaser of its respective Shares in book entry form to the account specified by each Purchaser, each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be delivered to the Company via wire transfer to the account specified by the Company.  The Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing.  Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Fenwick & West LLP or such other location as the parties shall mutually agree.