Agreement and Purchase Price. The Investor shall have duly executed and delivered to the Company this Agreement. At the Closing, the Investor shall have tendered to the Company the Purchase Price by wire transfer of immediately available funds to the account specified in writing by the Company prior to the date hereof.

Form of Payment. On the Closing Date, # Investor shall pay the Purchase Price to Company by delivering the following at the Closing: # the Initial Cash Purchase Price, which shall be delivered by wire transfer of immediately available funds to Company, in accordance with Company’s written wiring instructions; # an Investor Note in the principal amount of $50,000.00 duly executed and substantially in the form attached hereto as Exhibit D (the “Investor Note ”); and # Company shall deliver the duly executed Note and Warrant on behalf of Company, to Investor, against delivery of such Purchase Price.