Common use of Company’s Obligations Upon Closing Clause in Contracts

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, the Company shall deliver to the Investor, through the use of a Deposit/Withdrawal at Custodian from a Deposit Trust Company method or commonly referred to as “DWAC/DTC” of the Investor’s choosing, the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. Upon receipt, Investor will perform a wire transfer on the same business day provided that the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business day. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall file with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, the Company shall deliver to the Investor, through the use of a Deposit/Withdrawal at Custodian from a Deposit Trust Company method or commonly referred to as “DWAC/DTCCTC” of the Investor’s choosing, the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. Upon receipt, Investor will perform a wire transfer on the same business day provided that the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business day. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall file have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, and provided that the Company’s transfer agent then is participating in the DTC Fast Automated Securities Transfer (FAST) program, upon request of the Investor, the Company shall deliver cause the Company’s transfer agent to the Investor, through the use of a Deposit/Withdrawal at Custodian from a Deposit Trust Company method or commonly referred to as “DWAC/DTC” of the Investor’s choosing, the electronically transmit all shares of Common Stock applicable to the Advance issuable in accordance with Section Sections 2.2,2.3 and 12.4 by crediting the account of the Investor's prime broker with DTC through its DWAC system, and provide proof satisfactory to the Investor of such delivery, all of which shares of Common Stock shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement (and no stop-transfer order shall be placed against transfer thereof), and the Company shall not take any action or give any instructions to any transfer agent of the Company otherwise. All physical certificates representing the Common Stock issuable in accordance with Sections 2.2, 2.3. The certificates evidencing such shares , and 12.4, if applicable, shall be free of restrictive legends. Upon receipt, Investor will perform a wire and all of such shares of Common Stock shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement (and no stop-transfer on order shall be placed against transfer thereof), and the same business day provided that Company shall not take any action or give any instructions to any transfer agent of the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business dayCompany otherwise. (ii) the Company’s The Registration Statement with respect to covering the resale by the Investor of the shares of Common Stock delivered in connection with the Advance Registrable Securities shall have been declared effective under the Securities Act by the SEC;SEC and shall remain effective, and the Investor shall be permitted to utilize the prospectus therein to resell (a) all of the Advance Shares issued pursuant to all prior Drawdown Notices and (b) all of the Advance Shares issuable pursuant to the applicable Drawdown Notice. (iii) the The Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject;. (iv) the The Company shall file with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations;. (v) the The fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and. (vi) The Company’s transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, and provided that the Company shall deliver to Company’s transfer agent then is participating in the InvestorDTC Fast Automated Securities Transfer (FAST) program, through upon request of the use of a Deposit/Withdrawal at Custodian from a Deposit Trust Company method or commonly referred to as “DWAC/DTC” Investor and the ability of the Investor’s choosingprime broker, the Company shall cause the Company’s transfer agent to electronically transmit all shares of Common Stock applicable to the Advance issuable in accordance with Section Sections 2.2,2.3 and 12.4 by crediting the account of the Investor's prime broker with DTC through its DWAC system, and provide proof satisfactory to the Investor of such delivery, all of which shares of Common Stock shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement (and no stop-transfer order shall be placed against transfer thereof), and the Company shall not take any action or give any instructions to any transfer agent of the Company otherwise. All physical certificates representing the Common Stock issuable in accordance with Sections 2.2, 2.3. The certificates evidencing such shares , and 12.4, if applicable, shall be free of restrictive legends. Upon receipt, Investor will perform a wire and all of such shares of Common Stock shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement (and no stop-transfer on order shall be placed against transfer thereof), and the same business day provided that Company shall not take any action or give any instructions to any transfer agent of the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business dayCompany otherwise. (ii) the Company’s The Registration Statement with respect to covering the resale by the Investor of the shares of Common Stock delivered in connection with the Advance Registrable Securities shall have been declared effective under the Securities Act by the SEC;SEC and shall remain effective, and the Investor shall be permitted to utilize the prospectus therein to resell (a) all of the Advance Shares issued pursuant to all prior Drawdown Notices and (b) all of the Advance Shares issuable pursuant to the applicable Drawdown Notice. (iii) the The Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject;. (iv) the The Company shall file with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations;. (v) the The fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and. (vi) The Company’s transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, the Company shall deliver to the Investor, through the use of a Deposit/Deposit Withdrawal at Custodian Agent Commission system from a Deposit Trust Company method or commonly referred to as “DWAC/DTC” of the Investor’s choosing, the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The In the event that the Company or its transfer agent is not participating in the DWAC system or is not eligible to participate, the Company will endeavor to participate or become eligible to participate within a reasonable time from the date hereof, but in no event later than the effectiveness of the Registration Statement. Notwithstanding, the Investor may, in its sole discretion, accept physical certificates evidencing representing the Company’s Common Stock applicable to any Advance. Any such shares certificates shall be free of restrictive legends. Upon receipt, Investor will perform a wire transfer on the same business day provided that the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business day. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall file have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, the Company shall deliver to the Investor, through the use of a Deposit/Withdrawal at Custodian from a Deposit Trust Company method or commonly referred to as “DWAC/DTC” of the Investor’s choosing, the shares Restricted Securities of Common Stock applicable to the Advance in accordance with Section 2.3. The Investor hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates evidencing such shares shall be free representing any of restrictive legendsthe Securities will bear a legend in substantially the following form: “THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.” Upon receipt, Investor will perform a wire transfer on the same business day provided that the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business day. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Restricted Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Restricted Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iviii) the Company shall file with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (viv) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (viv) The Company’s transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all commercially reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, the Company shall deliver to the Investor, through the use of a Deposit/Deposit Withdrawal at Custodian Agent Commission system from a Deposit Trust Company method or commonly referred to as “DWAC/DTC” of the Investor’s choosing, the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The In the event that the Company or its transfer agent is not participating in the DWAC system or is not eligible to participate, the Company will endeavor to participate or become eligible to participate within a reasonable time from the date hereof, but in no event later than the effectiveness of the Registration Statement. Notwithstanding, the Investor will accept physical certificates evidencing representing the Company’s Common Stock applicable to any Advance in the event DWAC/DTC is not available. Any such shares certificates shall be free of restrictive legends. Upon receipt, Investor will perform a wire transfer on the same business day provided that the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business day. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall file have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, the Company shall deliver to the Investor, through the use of a Deposit/Withdrawal at Custodian from a Deposit Trust Company method or commonly referred to as “"DWAC/DTC” " of the Investor’s 's choosing, the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. Upon receipt, Investor will perform a wire transfer on the same business day provided that the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business day. (ii) the Company’s 's Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall file have filed with the SEC in a timely manner all reports, notices and other documents required of a “"reporting company” " under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s 's transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, the Company shall deliver to the Investor, through the use of a Deposit/Withdrawal at as Custodian from a Deposit Trust Company method or commonly referred to as “"DWAC/DTC” " of the Investor’s 's choosing, the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. Upon receipt, Investor will perform a wire transfer on the same business day provided that the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business day. (ii) the The Company’s 's Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the The Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the The Company shall file with the SEC in a timely manner all reports, notices and other documents required of a “"reporting company” " under the Exchange Act and applicable Commission regulations; (v) the The fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s 's transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, and provided that the Company’s transfer agent then is participating in the DTC Fast Automated Securities Transfer (FAST) program, upon request of the Investor, the Company shall deliver cause the Company’s transfer agent to the Investor, through the use of a Deposit/Withdrawal at Custodian from a Deposit Trust Company method or commonly referred to as “DWAC/DTC” of the Investor’s choosing, the electronically transmit all shares of Common Stock applicable to the Advance issuable in accordance with this Section 2.32.3 by crediting the account of the Investor's prime broker with DTC through its DWAC system, and provide proof satisfactory to the Investor of such delivery, all of which shares of Common Stock shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement (and no stop-transfer order shall be placed against transfer thereof), and the Company shall not take any action or give any instructions to any transfer agent of the Company otherwise. The All physical certificates evidencing such shares representing the Common Stock issuable in accordance with this Section 2.3 shall be free of restrictive legends. Upon receipt, Investor will perform a wire and all of such shares of Common Stock shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement (and no stop-transfer on order shall be placed against transfer thereof), and the same business day provided that Company shall not take any action or give any instructions to any transfer agent of the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business dayCompany otherwise. (ii) the Company’s The Registration Statement with respect to covering the resale by the Investor of the shares of Common Stock delivered in connection with the Advance Registrable Securities shall have been declared effective under the Securities Act by the SEC;SEC and shall remain effective, and the Investor shall be permitted to utilize the prospectus therein to resell (a) all of the Advance Shares issued pursuant to all prior Drawdown Notices and (b) all of the Advance Shares issuable pursuant to the applicable Drawdown Notice. (iii) the The Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject;. (iv) the The Company shall file with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations;. (v) the The fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and. (vi) The Company’s transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, the Company shall deliver to the Investor, through the use of a Deposit/Withdrawal at Custodian from a Deposit Trust Company method or commonly referred to as “DWAC/DTC” of the Investor’s choosing, the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. Upon receipt, Investor will perform a wire transfer on the same business day provided that the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business day. (ii) the The Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the The Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the The Company shall file with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the The fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, the Company shall deliver to the Investor, through the use of a Deposit/Withdrawal at Custodian from a Deposit Trust Company method or commonly referred to as “DWAC/DTC” of the Investor’s choosing, the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. Upon receipt, Investor will perform a wire transfer on the same business day provided that the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business day. In the event that the Company shall not be DWAC eligible, the Company agrees to use it best efforts to establish DWAC/DTC eligibility. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall file have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all commercially reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, the Company shall deliver to the Investor, through the use of a Deposit/Deposit Withdrawal at Custodian Agent Commission system from a Deposit Trust Company method or commonly referred to as “"DWAC/DTC” " of the Investor’s 's choosing, the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The In the event that the Company or its transfer agent is not participating in the DWAC system or is not eligible to participate, the Company will endeavor to participate or become eligible to participate within a reasonable time from the date hereof. Notwithstanding, the Investor will accept physical certificates evidencing representing the Company's Common Stock applicable to any Advance in the event DWAC/DTC is not available. Any such shares certificates shall be free of restrictive legends. Upon receipt, Investor will perform a wire transfer on the same business day provided that the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business day. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iviii) the Company shall file have filed with the SEC in a timely manner all reports, notices and other documents required of a “"reporting company” " under the Exchange Act and applicable Commission regulations; (viv) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. DigitalTown, Inc. DGTW.OB DEFA 12/2/2010 (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, the Company shall deliver to the Investor, through the use of a Deposit/Withdrawal at Custodian from a Deposit Trust Company method or commonly referred to as “DWAC/DTC” of the Investor’s choosing, the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. Upon receipt, Investor will perform a wire transfer on the same business day provided that the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business day. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall file with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s Company shall make every effort to have a transfer agent which shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to may, in its sole discretion, become DTC eligible within a reasonable time of eligible. , In the date of this Agreement. Upon approval of DTC eligibilityevent that such is to occur, the Company shall deliver to the Investor, through the use of a Deposit/Withdrawal at Custodian from a Deposit Trust Company method or commonly referred to as “DWAC/DTC” of the Investor’s choosing, the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. Upon receipt, Investor will perform a wire transfer on the same business day provided that the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business day. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall file with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations;; and (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become maintain DTC eligible within a reasonable time of eligibility beginning upon the date of this Agreement. Upon approval of DTC eligibility, the The Company shall deliver to the Investor, through the use of a Deposit/Withdrawal at Custodian from a Deposit Trust Company method or commonly referred to as “DWAC/DTC” of the Investor’s choosing, the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. Upon receipt, Investor will perform a wire transfer on the same business day provided that the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business day. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state state(s) (e.g. the Commonwealth of Massachusetts and the State of New York) for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall file with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The the Company’s transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, the Company shall deliver to the Investor, through the use of a Deposit/Withdrawal at Custodian from a Deposit Trust Company method or commonly referred to as “"DWAC/DTC” " of the Investor’s 's choosing, the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. Upon receipt, Investor will perform a wire transfer on the same business day provided that the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business day. (ii) the Company’s 's Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall file with the SEC in a timely manner all reports, notices and other documents required of a “"reporting company” " under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s 's transfer agent shall be DWAC eligible.

Company’s Obligations Upon Closing. (i) The Company shall use all reasonable efforts to become DTC eligible within a reasonable time of the date of this Agreement. Upon approval of DTC eligibility, the Company shall deliver to the Investor, through the use of a Deposit/Withdrawal at Custodian from a Deposit Trust Company method or commonly referred to as “DWAC/DTC” of the Investor’s choosing, the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. Upon receipt, Investor will perform a wire transfer on the same business day provided that the shares have been received in sufficient time to perform such transfer. In the event that the Investor is no longer able, due to time constraints beyond his control, to perform a wire on the day of receipt, the wire will be promptly executed the following business day.. Xxxxxx Resources Corp. SELR.OB DEFA 5 1/20/2011 (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall file with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.