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 each of the Purchasers, severally and not jointly, agrees to purchase the Shares at a price for each Share equal to the Per Share Purchase Price (such purchase and sale being the “ Closing ”). The aggregate of all of the per Share Purchase Price for all Purchasers (the “ Purchase Price ”) shall equal up to $150,000. Prior to the Closing, each Purchaser shall deliver to the Company, inter   alia , such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser by a wire transfer of immediately available funds, and the Company shall, on the Closing Date, deliver to each Purchaser, inter alia , either written confirmation (including via email) from the Transfer Agent that it has issued book entry positions in the Shares of Series C Preferred Stock or physical certificates representing such Shares as determined pursuant to Section 2.2(a). The Company and each Purchaser shall also 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 Closings shall occur at the offices of G&M or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the Closing Date shall occur on or before August 31, 2018 (such outside date, “ Termination Date ”). If the Closing is not held on or before the Termination Date, (i) all subscription documents executed by the Company or a Purchaser with respect to such intended Closing shall be returned to the Company or such Purchaser, as applicable, and (ii) each Subscription Amount shall be returned, without interest or deduction to the Purchaser who delivered such Subscription Amount.