Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to the Purchaser at the Closing (i) that number of shares of common stock of the Company, par value $0.001 per share (the “ Common Stock ”), set forth on the signature page hereto at a price of $2.00 per share; and (ii) a stock purchase warrant (the “ Warrant ”) to purchase that number of shares of Common Stock set forth on the signature page hereto, equal to 25% of the shares to purchased pursuant to clause (i), at a price of $2.00 per share. The shares of Common Stock issued to the Purchaser pursuant to this Agreement shall be referred to in this Agreement as the “ Shares ”, and together with the Warrant, the “ Securities ”.