Subject to the terms and conditions hereinafter set forth, at the Closing (defined below), Seller shall sell, convey, transfer, and deliver to Purchaser: (i) a certificate representing the Purchased Shares; and (ii) a certificate representing the Warrants to purchase Seller’s common stock, substantially in the form attached hereto as Exhibit A, in consideration of the Purchase Price. The certificates representing the Purchased Shares and Warrants shall be duly issued in the name of the Purchaser. The Purchaser’s delivery address is 670 White Plains Road, Suite 120, Scarsdale, New York 10583.