(a) On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase an aggregate of (i) $333,333.33 face value of 10% original issue discount Notes for a total purchase price of $300,000.00, and (ii) 8,333,333 Warrants, which is equal to 75% of the Shares issuable upon conversion of the purchased Notes, for no additional consideration. Each Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Note and a Warrant 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 Company Counsel or such other location as the parties shall mutually agree. If a Closing is not held on or before February 5, 2018, the Company will return all Subscription Amounts, if any such amounts have been funded, without interest or deduction to each prospective Purchaser.