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 $10 million of Shares and Warrants. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be wired following Purchaser’s receipt of the Company Deliverables subject to the terms set forth in Section 2.2(a) to the account specified in writing by the Company . The Company reserves the right to accept or reject all or any portion of a Purchaser’s Subscription in its sole discretion. If a Purchaser’s Subscription is rejected in whole or in part, that Purchaser’s Subscription Amount with respect to the rejected portion will be promptly returned to such Purchaser. With respect to each accepted Subscription, the Company shall deliver to each such Purchaser (a) its respective Shares as determined pursuant to Section 2.2(a), and the Company and each such Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing, and (b) its respective Warrants as determined pursuant to Section 2.2(a) within three (3) Business Days following the Closing (the “ Warrant Delivery Date ”) by express mail service or other overnight courier. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of WMD or such other location as the parties shall mutually agree.