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, an aggregate of $5,036,600 of Shares and Warrants. Notwithstanding anything herein to the contrary, in the event that a Purchaser’s Subscription Amount would cause such Purchaser’s beneficial ownership to exceed 9.99% of the issued and outstanding shares of Common Stock, in lieu of Shares in excess of such amount, such Purchaser shall be issued a Series CCC Warrant. Each Purchaser shall deliver to the account designated by the Company, immediately available funds equal to such Purchaser’ s Subscription Amount as set forth on the signature page hereto executed by such Purchaser (it being understood that on Closing, such amount shall be reduced by, if applicable, the aggregate exercise price of the Series CCC Warrants issuable to such Purchaser) and the Company shall deliver to each Purchaser its respective Shares and Warrants as determined pursuant to Section 2.2(a), and 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 the Placement Agent or such other location as the parties shall mutually agree. Unless otherwise agreed upon by the Company and the Placement Agent, settlement of the Shares shall occur via “ Delivery Free of Payment” (i.e., each Purchaser shall make payment for the Shares purchased by it by wire transfer to the Company on the Closing Date, upon confirmation of receipt of the relevant wire(s), the Company shall issue the Shares registered in such Purchaser’s name and address, which shall be released by the Transfer Agent directly to the account(s) of the relevant Purchaser).