Common use of Closing; Delivery Clause in Contracts

Closing; Delivery. Subject to the terms and conditions of this Agreement, the issuance of the Units shall take place remotely via the exchange of documents and signatures on a day on which the principal trading market for the Company’s common stock is open for trading (a “Trading Day”) and on such day all conditions set forth in this Agreement have been satisfied (or waived as permitted herein) at such time as the Company and the Investors mutually agree upon, orally or in writing (which time and place are designated as the “Closing” and such date, the “Closing Date”). (a) On or prior to the Closing, the Company shall deliver to each Investor the following: (i) this Agreement duly executed by the Company; (ii) a copy of the irrevocable instructions (the “Transfer Agent Instructions”) to the transfer agent of the Company (the “Transfer Agent”) instructing the Transfer Agent to deliver evidence of the issuance of such Investor’s Shares as held in DRS book-entry form by the Transfer Agent and registered in the name of such Investor; (iii) if applicable, a Prefunded Warrant registered in the name of such Investor; (iv) the appropriate number of $3.50 Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto; (v) the appropriate number of $4.00 Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto; (vi) wire instructions for a bank account designated by the Company. (b) On or prior to the Closing, each Investor shall deliver to the Company the following: (i) this Agreement duly executed by such Investor; and (ii) the Investor’s subscription amount for the Units by wire transfer to the bank account designated by the Company; and (iii) a duly executed, correct, complete and accurate IRS Form W-8 or W-9 (or any successor form), as applicable.

Closing; Delivery. (a) Subject to the terms and conditions of this Agreement, the issuance purchase and sale of the Units Shares contemplated hereby shall take place remotely via the exchange of documents and signatures signatures, at 10:00 a.m. PST, on a day on which September 27, 2017 (the principal trading market for the Company’s common stock is open for trading (a “Trading DayClosing”) and on such day all conditions set forth in this Agreement have been satisfied (), or waived as permitted herein) at such other date, time or place as the Company and the Investors Investor mutually agree upon, orally or in writing (the day on which time and place are designated as the “Closing” and such dateClosing takes place, the “Closing Date”). In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified. (ab) On At least five (5) Business Days prior to the Closing, the Company shall deliver to the Investor: (1) the form of the Certificate of Designations to be filed with the Secretary of State of the State of Delaware; (2) the certificate set forth in Subsection 4.1(k)(1); (3) the good standing certificate (or its equivalent) set forth in Subsection 4.1(k)(3); and (4) a draft of the legal opinion set forth in Subsection 4.1(k)(4) to be delivered at the Closing. (c) At least three (3) days prior to the Closing, the Investor shall deliver to the Company the form set forth in Subsection 4.2(b). (d) At or prior to the Closing, the Company shall deliver to each Investor the followingInvestor: (i1) this Agreement duly executed the share certificate for the Shares issued to the Investor at the Closing; (2) a certificate of the Secretary of State of Delaware certifying that the Certificate of Designation has been filed; (3) the fee set forth in Subsection 4.1(h); and (4) all other agreements, documents, instruments or certificates required to be delivered by the Company pursuant to Subsection 4.1. (e) At or prior to the Closing, the Investor shall deliver to the Company: (1) the purchase price for the Shares to the Company by wire transfer of immediately available funds to a bank account designated in writing by the Company; (ii2) a copy share certificate number P-2 for cancellation and reissuance as Series A-1 Cumulative Redeemable Preferred Stock shares as soon as reasonably practicable after filing of the irrevocable instructions (the “Transfer Agent Instructions”) to the transfer agent Certificate of the Company (the “Transfer Agent”) instructing the Transfer Agent to deliver evidence of the issuance of such Investor’s Shares as held in DRS book-entry form by the Transfer Agent and registered in the name of such Investor; (iii) if applicable, a Prefunded Warrant registered in the name of such Investor; (iv) the appropriate number of $3.50 Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto; (v) the appropriate number of $4.00 Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto; (vi) wire instructions for a bank account designated by the Company. (b) On or prior to the Closing, each Investor shall deliver to the Company the following: (i) this Agreement duly executed by such InvestorDesignations; and (ii3) the Investor’s subscription amount for the Units by wire transfer all agreements, documents, instruments or certificates required to the bank account designated be delivered by the Company; and (iii) a duly executed, correct, complete and accurate IRS Form W-8 or W-9 (or any successor form), as applicableInvestor pursuant to Subsection 4.2.

Closing; Delivery. Subject to the terms and conditions of this Agreement, the issuance of the Units shall take place remotely via the exchange of documents and signatures within five (5) days from the date of obtaining the Shareholder Approval, on a day on which the principal trading market for the Company’s common stock is open for trading (a “Trading Day”) and on such day all conditions set forth in this Agreement have been satisfied (or waived as permitted herein) at such time as the Company and the Investors mutually agree upon, orally or in writing (which time and place are designated as the “Closing” ”, and such date, the “Closing Date”). (a) On or prior to the Closing, the Company shall deliver to each Investor the following: (i) this Agreement duly executed by the Company; (ii) a copy of the irrevocable instructions (the “Transfer Agent Instructions”) to the transfer agent of the Company (the “Transfer Agent”) instructing the Transfer Agent to deliver evidence of the issuance of such Investor’s Shares as held in DRS book-entry form by the Transfer Agent and registered in the name of such Investor; (iii) if applicable, a Prefunded Warrant registered in the name of such Investor; (ivii) the appropriate number of $3.50 150% Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto; (viii) the appropriate number of $4.00 200% Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto; (viiv) wire instructions for a bank account designated by the Company; (v) written confirmation that the Registration Statement (as defined in Section 4.8(a)) is effective; and (vi) written confirmation that Shareholder Approval has been obtained. (b) On or prior to the Closing, each Investor shall deliver to the Company the following: (i) this Agreement duly executed by such Investor; and (ii) the Investor’s subscription amount for the Units by wire transfer to the bank account designated by the Company; and (iiiii) a duly executed, correct, complete and accurate IRS Form W-8 or W-9 (or any successor form), as applicable. (c) It shall be a condition to each Investor’s obligation to consummate the Closing that: (i) the Company’s representations and warranties contained in this Agreement are true and correct in all material respects as of the Closing (or, to the extent any such representation or warranty is expressly made as of a specific date, as of such date); (ii) the Company has performed in all material respects all covenants and agreements required to be performed by it on or prior to the Closing; (iii) no suspension of trading in the Common Stock by the Principal Market (as defined below) shall have been declared (other than a Company-requested halt in connection with the announcement of the transactions contemplated hereby), and the Common Stock shall remain listed on the Principal Market; (iv) the Company shall have submitted the Listing of Additional Shares notification for the Shares and the Warrant Shares; and (v) Shareholder Approval shall have been obtained. (d) It shall be a condition to the Company’s obligation to consummate the Closing that: (i) each Investor’s representations and warranties contained in this Agreement are true and correct in all material respects as of such Closing (or, to the extent any such representation or warranty is expressly made as of a specific date, as of such date); and (ii) each Investor has performed in all material respects all covenants and agreements required to be performed by it on or prior to such Closing.

Closing; Delivery. Subject to the terms and conditions of this Agreement, (i) the initial issuance of the Units in respect of the Initial Investment (the “Initial Closing”) shall take place remotely via the exchange of documents and signatures within five (5) days from the date of signing of this Agreement, on a day on which the principal trading market for the Company’s common stock is open for trading (a “Trading Day”) and on such day all conditions set forth in this Agreement have been satisfied (or waived as permitted herein) at such time as the Company and the Investors mutually agree upon, orally or in writing (which the date of the Initial Closing, the “Initial Closing Date”), and (ii) each subsequent issuance of Units in respect of the Additional Investment (each, an “Additional Closing” and, together with the Initial Closing, each a “Closing”) shall take place remotely via the exchange of documents and signatures within five (5) days of the Investors notifying the Company of their desire to invest all or part of the Additional Investment, on a Trading Day at such time and place are designated as the Company and the purchasing Investors mutually agree upon, orally or in writing (the date of any Additional Closing, an “ClosingAdditional Closing Date” and such dateand, together with the Initial Closing Date, each a “Closing Date”). (a) On or prior to the each Closing, the Company shall deliver to each Investor participating in such Closing the following: (i) this Agreement duly executed by the Company; (ii) a copy of the irrevocable instructions (the “Transfer Agent Instructions”) to the transfer agent of the Company (the “Transfer Agent”) instructing the Transfer Agent to deliver evidence of the issuance of such Investor’s Shares as held in DRS book-entry form by the Transfer Agent and registered in the name of such Investor; (iii) if applicable, a Prefunded Warrant registered in the name of such Investor; (iv) the appropriate number of $3.50 150% Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto; (v) the appropriate number of $4.00 200% Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto; (vi) wire instructions for a bank account designated by the Company. (b) On or prior to the each Closing, each Investor participating in such Closing shall deliver to the Company the following: (i) this Agreement duly executed by such Investor; and (ii) the Investor’s subscription amount for the Units by wire transfer to the bank account designated by the Company; and (iii) a duly executed, correct, complete and accurate IRS Form W-8 or W-9 (or any successor form), as applicable. (c) It shall be a condition to each Investor’s obligation to consummate each Closing that: (i) the Company’s representations and warranties contained in this Agreement are true and correct in all material respects as of such Closing (or, to the extent any such representation or warranty is expressly made as of a specific date, as of such date); (ii) the Company has performed in all material respects all covenants and agreements required to be performed by it on or prior to such Closing; (iii) no suspension of trading in the Common Stock by the Principal Market (as defined below) shall have been declared (other than a Company-requested halt in connection with the announcement of the transactions contemplated hereby), and the Common Stock shall remain listed on the Principal Market; (iv) in the case of the Initial Closing, the Company shall have submitted the Listing of Additional Shares notification for the Shares and Warrant Shares; and (v) the Company and each Investor shall have delivered to each other a duly executed Lock-Up Agreement in the form attached hereto as Exhibit D. (d) It shall be a condition to the Company’s obligation to consummate each Closing that: (i) each Investor’s representations and warranties contained in this Agreement are true and correct in all material respects as of such Closing (or, to the extent any such representation or warranty is expressly made as of a specific date, as of such date); (ii) each Investor has performed in all material respects all covenants and agreements required to be performed by it on or prior to such Closing; and (iii) each Investor shall have delivered to the Company a duly executed Lock-Up Agreement in the form attached hereto as Exhibit D.

Closing; Delivery. Subject to the terms and conditions of this Agreement, the issuance of the Units Shares and Warrants shall take place remotely via the exchange of documents and signatures on a day on which the principal trading market for the Company’s common stock is open for trading (a “Trading Day”) and on such day all conditions set forth in this Agreement have been satisfied (or waived as permitted herein) at such time as the Company and the Investors mutually agree upon, orally or in writing (which time and place are designated as the “Closing” and such date, the “Closing Date”). Each Investor’s Subscription Amount (as defined below) set forth on the signature page hereto executed by such Investor shall be remitted by such Investor by wire transfer of immediately available funds directly to the Company in accordance with the wire instructions that the Company shall deliver to each Investor no later than two (2) Trading Days prior to the Closing. On or before the Closing Date, the Company shall irrevocably instruct its transfer agent (the “Transfer Agent”) to issue the Shares purchased by each Investor hereunder in DRS book entry form, free and clear of any liens or encumbrances, and the Company shall deliver to the Investors the Common Warrants and any Prefunded Warrants. For purposes hereof, “Subscription Amount” means, as to each Investor, the aggregate amount to be paid for the Shares and Warrants purchased hereunder, as specified below such Investor’s name on the signature page of this Agreement next to the caption “Subscription Amount,” in United States dollars and in immediately available funds. (a) On Except as otherwise provided below, on or prior to the Closing, the Company shall deliver to each Investor the following: (i) this Agreement duly executed by the Company; (ii) a copy of the irrevocable instructions (the “Transfer Agent Instructions”) to the transfer agent of the Company (the “Transfer Agent”) Agent instructing the Transfer Agent to deliver evidence of the issuance of such Investor’s Shares as held in DRS book-entry form by the Transfer Agent and registered in the name of such Investor; (iii) if applicable, a Prefunded Warrant registered in the name of such Investor to purchase up to that number of shares of Common Stock equal to the difference between (A) the number of Shares otherwise issuable to such Investor that would cause such Investor’s beneficial ownership of Common Stock to be more than the Beneficial Ownership Limitation (as defined below), subject to adjustment therein (The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of a Investor at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date), minus (B) the number of Shares purchased by such Investor hereunder; (iv) a Market Priced Warrant registered in the appropriate name of such Investor to purchase up to a number of $3.50 Warrants based upon the amount shares of Common Stock equal to 100% of the Investor’s investment amount as set forth on sum of the signature page heretoShares and Prefunded Warrant Shares purchased by the Investor hereunder, with an exercise price equal to $10.20 per share per Warrant Share and which shall be exercisable immediately and have a term of exercise equal to three (3) years, subject to adjustment therein; (v) a $50.00 Warrant registered in the appropriate name of such Investor to purchase up to a number of $4.00 Warrants based upon the amount shares of Common Stock equal to 100% of the Investor’s investment amount as set forth on sum of the signature page hereto;Shares and Prefunded Warrant Shares purchased by the Investor hereunder, with an exercise price equal to $50.00 per Warrant Share and which shall be exercisable immediately and have a term of exercise equal to three (3) years, subject to adjustment therein; and (vi) the Company shall have provided each Investor with the Company’s wire instructions for a bank account designated instructions, on Company letterhead and executed by the CompanyChief Executive Officer or Chief Financial Officer. (b) On or prior to the Closing, each Investor shall deliver to the Company the following: (i) this Agreement duly executed by such Investor; and; (ii) a duly completed and executed accredited investor questionnaire, together with such additional information and documentation as may be reasonably requested by the Company to verify the Investor’s status as an accredited investor and to enable the Company to conduct anti-money laundering (AML) and know-your-customer (KYC) searches in accordance with applicable law and Company policy; (iii) the Investor’s aggregate subscription amount for the Units Shares and Warrants by wire transfer to the bank account designated by the Company; and (iiiiv) a duly executed, correct, complete and accurate IRS Form W-8 or W-9 (or any successor form), as applicable.

Closing; Delivery. Subject to the terms and conditions of this Agreement, the issuance of the Units Shares and Warrants shall take place remotely via the exchange of documents and signatures on a day on which the principal trading market for the Company’s common stock Shares is open for trading (a “Trading Day”) and on such day all conditions set forth in this Agreement have been satisfied (or waived as permitted herein) at such time as the Company and the Investors mutually agree upon, orally or in writing writing, but in any event no later than five (5) Trading Days after the date of this Agreement (which time and place are designated as the “Closing” and such date, the “Closing Date”). Each Investor’s Subscription Amount (as defined below) set forth on the signature page hereto executed by such Investor shall be remitted by such Investor by wire transfer of immediately available funds directly to the Company no later than five (5) Trading Days after the date of this Agreement in accordance with the wire instructions that the Company shall deliver to each Investor no later than two (2) Trading Days prior to the Closing. On or before the Closing Date, the Company shall irrevocably instruct its transfer agent (the “Transfer Agent”) to issue the Shares purchased by each Investor hereunder in DRS book entry form, free and clear of any liens or encumbrances, and the Company shall deliver to the Investors the Common Warrants and any Pre-Funded Warrants. For purposes hereof, “Subscription Amount” means, as to each Investor, the aggregate amount to be paid for the Shares and Warrants purchased hereunder, as specified below such Investor’s name on the signature page of this Agreement next to the caption “Subscription Amount,” in United States dollars and in immediately available funds. (a) On Except as otherwise provided below, on or prior to the Closing, the Company shall deliver to each Investor the following: (i) this Agreement duly executed by the Company; (ii) a copy of the irrevocable instructions (the “Transfer Agent Instructions”) to the transfer agent of the Company (the “Transfer Agent”) Agent instructing the Transfer Agent to deliver evidence of the issuance of such Investor’s Shares as held in DRS book-entry form by the Transfer Agent and registered in the name of such Investor; (iii) if applicable, a Prefunded Warrant Pre-Funded Warrants registered in the name of such Investor to purchase up to that number of Shares equal to the difference between (A) the number of Shares otherwise issuable to such Investor that would cause such Investor’s beneficial ownership of Shares to be more than the Beneficial Ownership Limitation (as defined below), subject to adjustment therein (the “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of an Investor as indicated on the respective signature page hereto, 9.99%) of the number of Shares outstanding immediately after giving effect to the issuance of the Securities on the Closing Date), minus (B) the number of Shares purchased by such Investor hereunder; (iv) the appropriate number of $3.50 Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto;a Common Warrant; and (v) the appropriate number of $4.00 Warrants based upon the amount of the InvestorCompany’s investment amount as set forth wire instructions, on the signature page hereto; (vi) wire instructions for a bank account designated Company letterhead and executed by the CompanyChief Executive Officer or Chief Financial Officer. (b) On or prior to the Closing, each Investor shall deliver to the Company the following: (i) this Agreement duly executed by such Investor; and; (ii) a duly completed and executed accredited investor questionnaire, together with such additional information and documentation as may be reasonably requested by the Company to verify the Investor’s status as an accredited investor and to enable the Company to conduct anti-money laundering (AML) and know-your-customer (KYC) searches in accordance with applicable law and Company policy; (iii) the Investor’s aggregate subscription amount for the Units Shares and Warrants by wire transfer to the bank account designated by the Company; and (iiiiv) a duly executed, correct, complete and accurate IRS Form W-8 or W-9 (or any successor form), as applicableif requested by the Company.

Closing; Delivery. Subject to the terms and conditions of this Agreement, the issuance of the Units Shares or Prefunded Warrants in lieu of Shares shall take place remotely via the exchange of documents and signatures on a day on which the principal trading market for the Company’s 's common stock shares is open for trading (a “"Trading Day”") and on such day all conditions set forth in this Agreement have been satisfied (or waived as permitted herein) at such time as the Company and the Investors mutually agree upon, orally or in writing (which time and place are designated as the “"Closing” " and such date, the “"Closing Date”"). (a) On or prior to the Closing, the Company shall deliver to each Investor the following: (i) this Agreement duly executed by the Company; (ii) a copy of the irrevocable instructions (the “"Transfer Agent Instructions”") to the transfer agent of the Company (the “"Transfer Agent”") instructing the Transfer Agent to deliver evidence of the issuance of such Investor’s 's Shares as held in DRS book-entry form by the Transfer Agent and registered in the name of such Investor; (iii) if applicable, a Prefunded Warrant registered in the name of such Investor;; and (iv) the appropriate number of $3.50 Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto; (v) the appropriate number of $4.00 Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto; (vi) wire instructions for a bank account designated by the Company. (b) On or prior to the Closing, each Investor shall deliver to the Company the following: (i) this Agreement duly executed by such Investor; and (ii) the Investor’s 's subscription amount for the Units Shares and, if applicable, Prefunded Warrants by wire transfer to the bank account designated by the Company; and (iii) a duly executed, correct, complete and accurate IRS Form W-8 or W-9 (or any successor form), as applicable.

Closing; Delivery. Subject to the terms and conditions of this Agreement, the issuance of the Units Shares and Warrants shall take place remotely via the exchange of documents and signatures on a day on which the principal trading market for the Company’s common stock Shares is open for trading (a “Trading Day”) and on such day all conditions set forth in this Agreement have been satisfied (or waived as permitted herein) at such time as the Company and the Investors mutually agree upon, orally or in writing (which time and place are designated as the “Closing” and such date, the “Closing Date”). Each Investor’s Subscription Amount (as defined below) set forth on the signature page hereto executed by such Investor shall be remitted by such Investor by wire transfer of immediately available funds directly to the Company in accordance with the wire instructions that the Company shall deliver to each Investor no later than two (2) Trading Days prior to the Closing. On or before the Closing Date, the Company shall irrevocably instruct its transfer agent (the “Transfer Agent”) to issue the Shares purchased by each Investor hereunder in DRS book entry form, free and clear of any liens or encumbrances, and the Company shall deliver to the Investors the Common Warrants and any Pre-Funded Warrants. For purposes hereof, “Subscription Amount” means, as to each Investor, the aggregate amount to be paid for the Shares and Warrants purchased hereunder, as specified below such Investor’s name on the signature page of this Agreement next to the caption “Subscription Amount,” in United States dollars and in immediately available funds. (a) On Except as otherwise provided below, on or prior to the Closing, the Company shall deliver to each Investor the following: (i) this Agreement duly executed by the Company; (ii) a copy of the irrevocable instructions (the “Transfer Agent Instructions”) to the transfer agent of the Company (the “Transfer Agent”) Agent instructing the Transfer Agent to deliver evidence of the issuance of such Investor’s Shares as held in DRS book-entry form by the Transfer Agent and registered in the name of such Investor; (iii) if applicable, a Prefunded Warrant Pre-Funded Warrants registered in the name of such Investor to purchase up to that number of Shares equal to the difference between (A) the number of Shares otherwise issuable to such Investor that would cause such Investor’s beneficial ownership of Shares to be more than the Beneficial Ownership Limitation (as defined below), subject to adjustment therein (the “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of an Investor at Closing, 9.99%) of the number of Shares outstanding immediately after giving effect to the issuance of the Securities on the Closing Date), minus (B) the number of Shares purchased by such Investor hereunder; (iv) the appropriate number of $3.50 Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page heretoa Market Price Warrant; (v) the appropriate number of $4.00 Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto;a 200% Price Warrant; and (vi) the Company shall have provided each Investor with the Company’s wire instructions for a bank account designated instructions, on Company letterhead and executed by the CompanyChief Executive Officer or Chief Financial Officer. (b) On or prior to the Closing, each Investor shall deliver to the Company the following: (i) this Agreement duly executed by such Investor; and; (ii) a duly completed and executed accredited investor questionnaire, together with such additional information and documentation as may be reasonably requested by the Company to verify the Investor's status as an accredited investor and to enable the Company to conduct anti-money laundering (AML) and know-your-customer (KYC) searches in accordance with applicable law and Company policy; (iii) the Investor’s aggregate subscription amount for the Units Shares and Warrants by wire transfer to the bank account designated by the Company; and (iiiiv) a duly executed, correct, complete and accurate IRS Form W-8 or W-9 (or any successor form), as applicable.

Closing; Delivery. Subject to the terms and conditions of this Agreement, the issuance of the Units Shares and Warrants shall take place remotely via the exchange of documents and signatures on a day on which the principal trading market for the Company’s common stock is open for trading (a “Trading Day”) and on such day all conditions set forth in this Agreement have been satisfied (or waived as permitted herein) at such time as the Company and the Investors mutually agree upon, orally or in writing (which time and place are designated as the “Closing” and such date, the “Closing Date”). Each Investor’s Subscription Amount (as defined below) set forth on the signature page hereto executed by such Investor shall be remitted by such Investor by wire transfer of immediately available funds directly to the Company in accordance with the wire instructions that the Company shall deliver to each Investor no later than two (2) Trading Days prior to the Closing. On or before the Closing Date, the Company shall irrevocably instruct its transfer agent (the “Transfer Agent”) to issue the Shares purchased by each Investor hereunder in DRS book entry form, free and clear of any liens or encumbrances, and the Company shall deliver to the Investors the Common Warrants and any Prefunded Warrants. For purposes hereof, “Subscription Amount” means, as to each Investor, the aggregate amount to be paid for the Shares and Warrants purchased hereunder, as specified below such Investor’s name on the signature page of this Agreement next to the caption “Subscription Amount,” in United States dollars and in immediately available funds. (a) On Except as otherwise provided below, on or prior to the Closing, the Company shall deliver to each Investor the following: (i) this Agreement duly executed by the Company; (ii) a copy of the irrevocable instructions (the “Transfer Agent Instructions”) to the transfer agent of the Company (the “Transfer Agent”) Agent instructing the Transfer Agent to deliver evidence of the issuance of such Investor’s Shares as held in DRS book-entry form by the Transfer Agent and registered in the name of such Investor; (iii) if applicable, a Prefunded Warrant registered in the name of such Investor to purchase up to that number of shares of Common Stock equal to the difference between (A) the number of Shares otherwise issuable to such Investor that would cause such Investor’s beneficial ownership of Common Stock to be more than the Beneficial Ownership Limitation (as defined below), subject to adjustment therein (The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of a Investor at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date), minus (B) the number of Shares purchased by such Investor hereunder; (iv) a $5.82 Warrant registered in the appropriate name of such Investor to purchase up to a number of $3.50 Warrants based upon the amount shares of Common Stock equal to 200% of the Investor’s investment amount as set forth on sum of the signature page heretoShares and Prefunded Warrant Shares purchased by the Investor hereunder, with an exercise price equal to $5.82 per Warrant Share and which shall be exercisable immediately and have a term of exercise equal to five (5) years, subject to adjustment therein; (v) a $10.00 Warrant registered in the appropriate name of such Investor to purchase up to a number of $4.00 Warrants based upon the amount shares of Common Stock equal to 100% of the Investor’s investment amount as set forth on sum of the signature page hereto;Shares and Prefunded Warrant Shares purchased by the Investor hereunder, with an exercise price equal to $10.00 per Warrant Share and which shall be exercisable immediately and have a term of exercise equal to five (5) years, subject to adjustment therein; and (vi) the Company shall have provided each Investor with the Company’s wire instructions for a bank account designated instructions, on Company letterhead and executed by the CompanyChief Executive Officer or Chief Financial Officer. (b) On or prior to the Closing, each Investor shall deliver to the Company the following: (i) this Agreement duly executed by such Investor; and; (ii) (ii) a duly completed and executed accredited investor questionnaire, together with such additional information and documentation as may be reasonably requested by the Company to verify the Investor's status as an accredited investor and to enable the Company to conduct anti-money laundering (AML) and know- your-customer (KYC) searches in accordance with applicable law and Company policy; (iii) the Investor’s aggregate subscription amount for the Units Shares and Warrants by wire transfer to the bank account designated by the Company; and (iiiiv) a duly executed, correct, complete and accurate IRS Form W-8 or W-9 (or any successor form), as applicable.

Closing; Delivery. Subject The Company will deliver to Lenders the terms and conditions of this Agreement, 2014 Notes against receipt by the issuance Company of the Units purchase price for the 2014 Notes in an aggregate purchase price of up to Five Hundred Thousand Dollars ($500,000) (the “Purchase Price”). Each Warrant shall be issued within five (5) business days following the receipt by the Company of the purchase price for the 2014 Note. The initial closing (the “Initial Closing”) of the purchase and sale of the 2014 Notes and Warrants to be acquired by the Lenders from the Company under this Agreement shall take place remotely via at such time as Lenders have executed this Agreement to purchase at least Fifty Thousand Dollars ($50,000) principal amount of 2014 Notes (the exchange “Closing”), and all of documents and signatures on a day on which the principal trading market for the Company’s common stock is open for trading (a “Trading Day”) and on such day all conditions set forth in this Agreement Sections 5 and 6 hereof and applicable to the Closing shall have been satisfied (fulfilled or waived as permitted herein) at such time as the Company and the Investors mutually agree upon, orally or in writing accordance herewith (which time and place are designated as the “Closing” and such date, the “Closing Date”). (a) On or prior . At the Initial Closing, each Lender shall deliver its Purchase Price by wire transfer to an account designated by the Company according to the instructions attached hereto as Exhibit C (“Wire Instructions”). After the Initial Closing, the Company may conduct any number of additional closings (each, an “Additional Closing”) until $500,000 principal amount of 2014 Notes have been issued and sold to the Lenders. At each Additional Closing, each Lender shall deliver its Purchase Price by wire transfer to each Investor the following: (i) this Agreement duly executed by the Company; (ii) a copy of the irrevocable instructions (the “Transfer Agent Instructions”) to the transfer agent of the Company (the “Transfer Agent”) instructing the Transfer Agent to deliver evidence of the issuance of such Investor’s Shares as held in DRS book-entry form by the Transfer Agent and registered in the name of such Investor; (iii) if applicable, a Prefunded Warrant registered in the name of such Investor; (iv) the appropriate number of $3.50 Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto; (v) the appropriate number of $4.00 Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto; (vi) wire instructions for a bank an account designated by the Company. (b) On or prior Company according to the Closing, each Investor shall deliver to the Company the following: (i) this Agreement duly executed by such Investor; and (ii) the Investor’s subscription amount for the Units by wire transfer to the bank account designated by the Company; and (iii) a duly executed, correct, complete and accurate IRS Form W-8 or W-9 (or any successor form), as applicableWire Instructions.