On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agree to purchase 3,750,000 shares of Common Stock (the “ Closing Shares ”). The Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to the Closing Subscription Amount and the Company shall deliver to the Purchaser the Closing Shares within three Trading Days of the Closing Date, and the Company and the 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, but no later than three Trading Days subsequent to the Closing date, the Closing shall occur at the location as the parties shall mutually agree or remotely by exchange of Closing documents.