Common use of Delayed Delivery Contracts Clause in Contracts

Delayed Delivery Contracts. Pursuant to the applicable Underwriting Agreement, the Company will agree to sell to the several Underwriters named in Schedule I thereto and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts of Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Debt Securities (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts of Warrant Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “Contract Debt Securities” and “Contract Warrants”, respectively, and collectively as the “Contract Securities”. If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth therein pursuant to delayed delivery contracts (hereinafter referred to as “Delayed Delivery Contracts”). Delayed Delivery Contracts are to be with institutional investors approved by the Company and described in the Prospectus. The aggregate principal amount of Contract Debt Securities and the aggregate principal amount of Warrant Debt Securities for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As of the Closing Time, the Company will pay to the Representative as compensation, for the accounts of the Underwriters, the fee specified in the applicable Underwriting Agreement in respect of all Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Designated Securities are Debt Securities, the deduction for the Contract Debt Securities referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Contract Debt Securities as the principal amount of Debt Securities set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Securities set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing. If the Designated Securities are Warrants and Debt Warrant Securities, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Debt Warrant Securities for which Contract Warrants are exercisable as the principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing.

Delayed Delivery Contracts. Pursuant to the applicable Underwriting Agreement, the Company will agree to sell to the several Underwriters named in Schedule I thereto and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts of Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Debt Securities (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts of Warrant Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “"Contract Debt Securities” " and “"Contract Warrants”", respectively, and collectively as the “"Contract Securities”". If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth therein pursuant to delayed delivery contracts substantially in the form of Exhibit D attached hereto but with such changes therein as the Company may authorize or approve (hereinafter referred to as “"Delayed Delivery Contracts”"). Delayed Delivery Contracts are to be with institutional investors approved by the Company and described in the Prospectus. The aggregate principal amount of Contract Debt Securities and the aggregate principal amount of Warrant Debt Securities for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As of the Closing Time, the Company will pay to the Representative as compensation, for the accounts of the Underwriters, the fee specified in the applicable Underwriting Agreement in respect of all Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Designated Securities are Debt Securities, the deduction for the Contract Debt Securities referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Contract Debt Securities as the principal amount of Debt Securities set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Securities set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing. If the Designated Securities are Warrants and Debt Warrant Securities, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Debt Warrant Securities for which Contract Warrants are exercisable as the principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing.

Delayed Delivery Contracts. Pursuant to the applicable Underwriting Agreement, the Company will agree to sell to the several Underwriters named in Schedule I thereto and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts of Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Debt Securities (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts of Warrant Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “Contract Debt Securities” and “Contract Warrants”, respectively, and collectively as the “Contract Securities”. If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth therein pursuant to delayed delivery contracts substantially in the form of Exhibit D attached hereto but with such changes therein as the Company may authorize or approve (hereinafter referred to as “Delayed Delivery Contracts”). Delayed Delivery Contracts are to be with institutional investors approved by the Company and described in the Prospectus. The aggregate principal amount of Contract Debt Securities and the aggregate principal amount of Warrant Debt Securities for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As of the Closing Time, the Company will pay to the Representative as compensation, for the accounts of the Underwriters, the fee specified in the applicable Underwriting Agreement in respect of all Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Designated Securities are Debt Securities, the deduction for the Contract Debt Securities referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Contract Debt Securities as the principal amount of Debt Securities set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Securities set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing. If the Designated Securities are Warrants and Debt Warrant Securities, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Debt Warrant Securities for which Contract Warrants are exercisable as the principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing.

Delayed Delivery Contracts. Pursuant to If authorized by the applicable Underwriting Terms Agreement, __________ and the Company will agree to sell to the several other Underwriters named in Schedule I thereto and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts of Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Debt Securities (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts of Warrant Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “Contract Debt Securities” and “Contract Warrants”, respectively, and collectively as the “Contract Securities”. If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Securities on from the terms and subject to the conditions set forth therein Company pursuant to delayed delivery contracts (hereinafter referred to as “"Delayed Delivery Contracts”)") substantially in the form of Exhibit B hereto, with such changes therein as the Company may approve. As compensation for arranging any such Delayed Delivery Contracts, the Company will pay to ____________ at the Closing Time, for the accounts of the Underwriters, a fee equal to that percentage of the principal amount of Securities for which Delayed Delivery Contracts are made at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors of the types which will be set forth in the applicable Prospectus. In such instance, at the Closing Time the Company will enter into Delayed Delivery Contracts (for not less than the minimum principal amount of Securities per Delayed Delivery Contract specified in the applicable Terms Agreement) with all purchasers proposed by __________ and previously approved by the Company and described in the Prospectus. The as provided below, but not for an aggregate principal amount of Contract Debt Securities and the aggregate principal amount in excess of Warrant Debt Securities for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As of the Closing Time, the Company will pay to the Representative as compensation, for the accounts of the Underwriters, the fee that specified in the applicable Underwriting Agreement in respect of all Contract SecuritiesTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or the performance of Delayed Delivery Contracts. If _____________ will submit to the Designated Securities are Debt SecuritiesCompany, at least three business days prior to the Closing Time, the deduction for names of any institutional investors with which it is proposed that the Contract Debt Company will enter into Delayed Delivery Contracts and the principal amount of Securities referred to above shall become effective upon execution be purchased by each of them, and delivery the Company will advise ______________, at least two business days prior to the Closing Time, of the names of the institutions, if any, with which the making of Delayed Delivery Contracts is approved by the Company and the several institutional investors principal amount of the Securities to be covered by each such Delayed Delivery Contracts and such deduction for Contract. The principal amount of Securities agreed to be purchased by the respective Underwriters pursuant to the applicable Terms Agreement shall be reduced by the principal amount of Securities covered by Delayed Delivery Contracts, as to each Underwriter shall be as set forth in a written notice delivered by ________________ to the amount which shall bear the same proportion to Company; provided, however, that the total principal amount of Contract Debt Securities as to be purchased by all Underwriters shall be the total amount of Securities covered by the applicable Terms Agreement, less the principal amount of Debt Securities set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Securities set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing. If the Designated Securities are Warrants and Debt Warrant Securities, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery covered by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Debt Warrant Securities for which Contract Warrants are exercisable as the principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writingContracts.

Delayed Delivery Contracts. Pursuant If the Prospectus provides for sales of Offered Securities pursuant to the applicable Underwriting AgreementDelayed Delivery Contracts, the Company will agree to sell to the several Underwriters named in Schedule I thereto and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts of Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Debt Securities (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts of Warrant Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “Contract Debt Securities” and “Contract Warrants”, respectively, and collectively as the “Contract Securities”. If so indicated in the applicable Underwriting Agreement, the Company may authorize hereby authorizes the Underwriters to solicit offers to purchase Contract Securities pursuant to Delayed Delivery Contracts on the terms and subject to the conditions set forth therein pursuant to delayed delivery contracts (hereinafter referred to as “Delayed Delivery Contracts”)in the Prospectus. Delayed Delivery Contracts are to may be entered into only with institutional investors approved by the Company and described of the types set forth in the Prospectus. The aggregate principal amount of Contract Debt Securities and the aggregate principal amount of Warrant Debt Securities for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As of On the Closing TimeDate, the Company will pay to the Representative Manager as compensation, compensation for the accounts of the Underwriters, Underwriters the fee specified commission set forth in the applicable Underwriting Agreement in respect of all the Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of any Delayed Delivery Contracts. If The Manager shall submit to the Designated Securities are Debt SecuritiesCompany, at least two business days prior to the Closing Date, the deduction for names of any institutional investors with which it is proposed that the Contract Debt Company enter into Delayed Delivery Contracts and the principal amount of Offered Securities referred to above shall become effective upon execution be purchased by each of them, and delivery the Company will advise the Manager, at least one business day prior to the Closing Date, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the several institutional investors principal amount of Offered Securities to be covered by each such Delayed Delivery Contract. If the Company executes and delivers Delayed Delivery Contracts and with institutional investors, the aggregate amount of Offered Securities to be purchased by the several Underwriters shall be reduced by the aggregate amount of Contract Securities; such deduction for reduction shall be applied to the commitment of each Underwriter shall be pro rata in the amount which shall bear the same proportion to the total principal amount of Contract Debt Securities as the principal amount of Debt Offered Securities set forth opposite such Underwriter's name in the name of the respective Underwriter bears to the aggregate principal amount of Debt Securities set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative Manager determines that such deduction reduction shall be otherwise than applied in such proportions, other proportions and so advises the Company in writing. If Company; provided, however, that the Designated total amount of Offered Securities are Warrants and Debt Warrant Securities, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery be purchased by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter all Underwriters shall be in the aggregate amount which shall bear set forth above, less the same proportion to the total principal aggregate amount of Debt Warrant Securities for which Contract Warrants are exercisable as the principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writingSecurities.

Delayed Delivery Contracts. Pursuant to If authorized by the applicable Underwriting Terms Agreement, any offer to purchase Underwritten Securities by institutional investors solicited by the Company will agree Underwriters for delayed delivery shall be made pursuant to sell to contracts substantially in the several Underwriters named in Schedule I thereto form of Exhibit B attached hereto, with such changes therein as the Bank and the Underwriters, upon Representative may approve (the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts of Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Debt Securities (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts of Warrant Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “Contract Debt Securities” and “Contract Warrants”, respectively, and collectively as the “Contract Securities”. If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth therein pursuant to delayed delivery contracts (hereinafter referred to as “Delayed Delivery Contracts”). The Bank shall have the right, in its sole discretion, to approve or disapprove each such institutional investor. Underwritten Securities which are subject to Delayed Delivery Contracts are herein sometimes called “Delayed Delivery Underwritten Securities” and Underwritten Securities which are not subject to be Delayed Delivery Contracts are herein sometimes called “Immediate Delivery Underwritten Securities.” Contemporaneously with institutional investors the purchase on the Delivery Date by the Underwriters of the Immediate Delivery Underwritten Securities pursuant to this Agreement, the Bank will pay to the Representative for the account of the Underwriters, the compensation specified in the Terms Agreement for arranging the sale of any Delayed Delivery Underwritten Securities. On the Delivery Date the Bank will enter into Delayed Delivery Contracts (for not less than the minimum principal amount of Underwritten Securities specified in the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company and described in the Prospectus. The Bank as provided below, but not for an aggregate principal amount of Contract Debt Underwritten Securities in excess of that specified in the applicable Terms Agreement. The Underwriters shall have no responsibility with respect to the validity or performance of any Delayed Delivery Contracts. The Representative shall submit to the Bank, at least three (3) business days (as defined below) prior to the Delivery Date, the names of any institutional investors with which it is proposed that the Bank will enter into Delayed Delivery Contracts and the principal amount of Underwritten Securities to be purchased by each of them, and the Bank will advise the Representative at least two (2) business days prior to the Delivery Date, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Bank and the principal amount of Underwritten Securities to be covered by each such Delayed Delivery Contract. For the purpose of determining the principal amount of Immediate Delivery Underwritten Securities to be purchased by each Underwriter, there shall be deducted from the principal amount of Underwritten Securities to be purchased by such Underwriter as set forth in the Terms Agreement that portion of the aggregate principal amount of Warrant Debt Securities for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As of the Closing Time, the Company will pay to the Representative as compensation, for the accounts of the Underwriters, the fee specified in the applicable Underwriting Agreement in respect of all Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Designated Underwritten Securities are Debt Securities, the deduction for the Contract Debt Securities referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Contract Debt Securities as that the principal amount of Debt Underwritten Securities to be purchased by such Underwriter as set forth opposite in the name of the respective Underwriter Terms Agreement bears to the aggregate principal amount of Debt the Underwritten Securities set forth therein to be purchased by all of the Underwriters (in Schedule I each case as adjusted by the Representative to avoid fractions of the applicable Underwriting Agreementminimum principal amount in which the Underwritten Securities may be issued), except to the extent that the Representative determines determines, in its discretion, that such deduction shall be otherwise than in such proportions, proportion and so advises the Company in writingBank. If the Designated Securities are Warrants and Debt Warrant Securities, the deduction for the Contract Warrants referred The Bank shall not be obligated to above shall become effective upon execution and delivery by the Company and the several institutional investors of the deliver any Delayed Delivery Contracts and such deduction Underwritten Securities except upon payment for each Underwriter shall all Immediate Delivery Underwritten Securities to be in the amount which shall bear the same proportion purchased pursuant to the total principal amount of Debt Warrant Securities for which Contract Warrants are exercisable this Agreement as the principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writinghereinafter provided.

Delayed Delivery Contracts. Pursuant to the applicable Underwriting Agreement, the Company will agree to sell to the several Underwriters named in Schedule I thereto and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts number of Debt Securities shares of Common Stock set forth opposite their names in Schedule I thereto, less their respective amounts number of shares of the Contract Debt Securities Common Stock (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts number of shares of Warrant Debt Securities Common Stock set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities Common Stock and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “Contract Debt Securities” "CONTRACT COMMON STOCK" and “Contract Warrants”"CONTRACT WARRANTS", respectively, and collectively as the “Contract Securities”"CONTRACT SECURITIES". If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth therein pursuant to delayed delivery contracts substantially in the form of Exhibit D attached hereto but with such changes therein as the Company may authorize or approve (hereinafter referred to as “Delayed Delivery Contracts”"DELAYED DELIVERY CONTRACTS"). Delayed Delivery Contracts are to be with institutional investors approved by the Company and described in the Prospectus. The aggregate principal amount number of shares of Contract Debt Securities Common Stock and the aggregate principal amount number of shares of Warrant Debt Securities Common Stock for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As of the Closing Time, the Company will pay to the Representative as compensation, for the accounts of the Underwriters, the fee specified in the applicable Underwriting Agreement in respect of all Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Designated Securities are Debt SecuritiesCommon Stock, the deduction for the Contract Debt Securities Common Stock referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount number of shares of Contract Debt Securities Common Stock as the principal amount number of Debt Securities shares of Common Stock set forth opposite the name of the respective Underwriter bears to the aggregate principal amount number of Debt Securities shares of Common Stock set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing. If the Designated Securities are Warrants and Debt Warrant SecuritiesCommon Stock, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount number of Debt shares of Warrant Securities Common Stock for which Contract Warrants are exercisable as the principal amount number of Debt shares of Warrant Securities Common Stock for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount number of Debt shares of Warrant Securities Common Stock for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing.

Delayed Delivery Contracts. Pursuant to the applicable Underwriting Agreement, the Company will agree to sell to the several Underwriters named in Schedule I thereto and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts number of Debt Securities shares of Common Stock set forth opposite their names in Schedule I thereto, less their respective amounts number of shares of the Contract Debt Securities Common Stock (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts number of shares of Warrant Debt Securities Common Stock set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities Common Stock and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “"Contract Debt Securities” Common Stock" and “"Contract Warrants”", respectively, and collectively as the “"Contract Securities”". If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth therein pursuant to delayed delivery contracts substantially in the form of Exhibit D attached hereto but with such changes therein as the Company may authorize or approve (hereinafter referred to as “"Delayed Delivery Contracts”"). Delayed Delivery Contracts are to be with institutional investors approved by the Company and described in the Prospectus. The aggregate principal amount number of shares of Contract Debt Securities Common Stock and the aggregate principal amount number of shares of Warrant Debt Securities Common Stock for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As of the Closing Time, the Company will pay to the Representative as compensation, for the accounts of the Underwriters, the fee specified in the applicable Underwriting Agreement in respect of all Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Designated Securities are Debt SecuritiesCommon Stock, the deduction for the Contract Debt Securities Common Stock referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount number of shares of Contract Debt Securities Common Stock as the principal amount number of Debt Securities shares of Common Stock set forth opposite the name of the respective Underwriter bears to the aggregate principal amount number of Debt Securities shares of Common Stock set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing. If the Designated Securities are Warrants and Debt Warrant SecuritiesCommon Stock, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount number of Debt shares of Warrant Securities Common Stock for which Contract Warrants are exercisable as the principal amount number of Debt shares of Warrant Securities Common Stock for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount number of Debt shares of Warrant Securities Common Stock for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing.

Delayed Delivery Contracts. Pursuant to (i) If authorized by the applicable Underwriting Terms Agreement, the Company will agree to sell to the several Underwriters named in Schedule I thereto and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts of Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Debt Securities (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts of Warrant Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “Contract Debt Securities” and “Contract Warrants”, respectively, and collectively as the “Contract Securities”. If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Offered Securities on from the terms and subject to the conditions set forth therein Company pursuant to delayed delivery contracts (hereinafter referred to as “"Delayed Delivery Contracts”)") substantially in the form of Exhibit B hereto, with such changes therein as the Company may approve. As compensation for arranging Delayed Delivery Contracts, the Company will pay to the Representatives at the Closing Time, for the account of the Underwriters, a fee equal to that percentage of the aggregate number or principal amount of Delayed Delivery Offered Securities for which Delayed Delivery Contracts are made at the Closing Time as is specified in the Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors of the types set forth in the Prospectus Supplement. At the Closing Time the Company will enter into Delayed Delivery Contracts (for not less than the minimum principal amount of Delayed Delivery Offered Securities per Delayed Delivery Contract specified in the Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company and described in the Prospectus. The as provided below, but not for an aggregate number or principal amount of Contract Debt Offered Securities and the aggregate principal amount in excess of Warrant Debt Securities for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As of the Closing Time, the Company will pay to the Representative as compensation, for the accounts of the Underwriters, the fee that specified in the applicable Underwriting Agreement in respect of all Contract SecuritiesTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or the performance of Delayed Delivery Contracts. If . (ii) The Representatives are to submit to the Designated Securities are Debt SecuritiesCompany, at least two business days prior to the Closing Time, the deduction for names of any institutional investors with which it is proposed that the Contract Debt Company will enter into Delayed Delivery Contracts and the principal amount of Delayed Delivery Offered Securities referred to above shall become effective upon execution be purchased by each of them, and delivery the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Contract Debt Delayed Delivery Offered Securities as the to be covered by each such Delayed Delivery Contract. (iii) The number or principal amount of Debt Offered Securities set forth opposite the name of agreed to be purchased by the respective Underwriter bears Underwriters pursuant to this Agreement shall be reduced by the aggregate number or principal amount of Debt Securities set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing. If the Designated Securities are Warrants and Debt Warrant Securities, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for Offered Securities covered by Delayed Delivery Contracts, as to each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Debt Warrant Securities for which Contract Warrants are exercisable as the principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth in Schedule I a written notice delivered by the Underwriters to the applicable Underwriting Company; provided, however, that the total number or principal amount of Immediate Delivery Offered Securities to be purchased by all Underwriters shall be the total amount of the Offered Securities covered by this Agreement, except to less the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writingtotal number or principal amount of Delayed Delivery Offered Securities covered by Delayed Delivery Contracts.

Delayed Delivery Contracts. Pursuant Any offer to purchase Underwritten Securities by institutional investors solicited by the applicable Underwriting AgreementUnderwriters for delayed delivery shall be made pursuant to contracts substantially in the form of Exhibit A attached hereto, with such changes therein as the Company will agree to sell to the several Underwriters named in Schedule I thereto and the Underwriters, upon Representative may approve (the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts of Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Debt Securities (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts of Warrant Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “Contract Debt Securities” and “Contract Warrants”, respectively, and collectively as the “Contract Securities”. If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth therein pursuant to delayed delivery contracts (hereinafter referred to as “"Delayed Delivery Contracts”"). The Company shall have the right, in its sole discretion, to approve or disapprove each such institutional investor. Underwritten Securities which are subject to Delayed Delivery Contracts are herein sometimes called "Delayed Delivery Underwritten Securities" and Underwritten Securities which are not subject to be Delayed Delivery Contracts are herein sometimes called "Immediate Delivery Underwritten Securities". Contemporaneously with institutional investors approved the purchase on the Delivery Date by the Company and described in the Prospectus. The aggregate principal amount of Contract Debt Securities and the aggregate principal amount of Warrant Debt Securities for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As Underwriters of the Closing TimeImmediate Delivery Underwritten Securities pursuant to this Agreement, the Company will pay to the Representative as compensationRepresentative, for the accounts account of the Underwriters, the fee compensation specified in Schedule I hereto for arranging the applicable Underwriting Agreement in respect sale of all Contract Delayed Delivery Underwritten Securities. The Underwriters will not shall have any no responsibility in with respect of to the validity or the performance of any Delayed Delivery Contracts. If For the Designated Securities are Debt Securities, the deduction for the Contract Debt Securities referred to above shall become effective upon execution and delivery by the Company and the several institutional investors purposes of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Contract Debt Securities as determining the principal amount of Debt Immediate Delivery Underwritten Securities to be purchased by each Underwriter, there shall be deducted from the principal amount of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name in Schedule II hereto that portion of the respective aggregate principal amount of Delayed Delivery Underwritten Securities that the principal amount of Underwritten Securities to be purchased by such Underwriter as set forth in Schedule II hereto bears to the aggregate principal amount of Debt Underwritten Securities set forth there to be purchased by all of the Underwriters (in Schedule I each case as adjusted by the Representative to avoid fractions of the applicable Underwriting Agreementminimum principal amount in which the Underwritten Securities may be issued), except to the extent that the Representative determines determines, in its discretion, that such deduction shall be otherwise than in such proportions, proportion and so advises the Company in writing. If the Designated Securities are Warrants and Debt Warrant Securities, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Debt Warrant Securities for which Contract Warrants are exercisable as the principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writingCompany.

Delayed Delivery Contracts. Pursuant to the applicable Underwriting Agreement, the Company will agree to sell to the several Underwriters named in Schedule I thereto and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts of Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Debt Securities (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts of Warrant Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “Contract Debt Securities” and “Contract Warrants”, ,” respectively, and collectively as the “Contract Securities”. .” If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth therein pursuant to delayed delivery contracts (hereinafter referred to as “Delayed Delivery Contracts”). Delayed Delivery Contracts are to be with institutional investors approved by the Company and described in the Prospectus. The aggregate principal amount of Contract Debt Securities and the aggregate principal amount of Warrant Debt Securities for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As of the Closing Time, the Company will pay to the Representative as compensation, for the accounts of the Underwriters, the fee specified in the applicable Underwriting Agreement in respect of all Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Designated Securities are Debt Securities, the deduction for the Contract Debt Securities referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Contract Debt Securities as the principal amount of Debt Securities set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Securities set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing. If the Designated Securities are Warrants and Debt Warrant Securities, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Debt Warrant Securities for which Contract Warrants are exercisable as the principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing.

Delayed Delivery Contracts. Pursuant If the Prospectus provides for sales of -------------------------- Offered Securities pursuant to the applicable Underwriting AgreementDelayed Delivery Contracts (as defined below), the Company will agree to sell to the several Underwriters named in Schedule I thereto and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts of Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Debt Securities (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts of Warrant Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “Contract Debt Securities” and “Contract Warrants”, respectively, and collectively as the “Contract Securities”. If so indicated in the applicable Underwriting Agreement, the Company may authorize hereby authorizes the Underwriters to solicit offers to purchase Contract Securities (as defined below) on the terms and subject to the conditions set forth therein in the Prospectus pursuant to delayed delivery contracts Delayed Delivery Contracts substantially in the form of Schedule I attached hereto but with such changes therein as the Company may authorize or approve (hereinafter referred to as “"Delayed Delivery Contracts”"). Delayed Delivery Contracts are to be with one or more institutional investors approved by the Company and described of the types set forth in the Prospectus. The aggregate principal amount of Contract Debt Securities and the aggregate principal amount of Warrant Debt Securities for which Contract Warrants are exercisable shall not exceed the respective amounts amount set forth in Schedule I to the applicable Underwriting AgreementProspectus. As of On the Closing TimeDate, the Company will pay to the Representative Manager as compensation, compensation for the accounts of the Underwriters, Underwriters the fee commission specified in the applicable Underwriting Agreement in respect of all Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Designated The Offered Securities are Debt Securities, the deduction for the Contract Debt Securities referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the be purchased pursuant to Delayed Delivery Contracts are referred to as "Contract Securities." The term "Underwriters' Securities" means the Offered Securities other than Contract Securities. If the Company executes and such deduction for each Underwriter delivers Delayed Delivery Contracts with institutional investors, the aggregate amount of Offered Securities to be purchased by the several Underwriters shall be reduced by the aggregate amount of Contract Securities. Such reduction shall be in the amount which shall bear the same proportion to the total principal amount of Contract Debt Securities as the principal amount of Debt Securities Notes and the amount of Warrants set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Securities Notes and the amount of Warrants, respectively, set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative Manager determines that such deduction reduction shall be otherwise than in such proportions, and so advises the Company in writing. If ; provided, however, that the Designated total amount of Offered Securities are Warrants and Debt Warrant Securities, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery be purchased by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter all Underwriters shall be in the amount which shall bear the same proportion to the total principal amount of Debt Warrant Securities for which Contract Warrants are exercisable as the principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to Agreement less the extent that aggregate amount of the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writingContract Securities.

Delayed Delivery Contracts. Pursuant Any offer to purchase Underwritten Securities by institutional investors solicited by the applicable Underwriting AgreementUnderwriters for delayed delivery shall be made pursuant to contracts substantially in the form of Exhibit A attached hereto, with such changes therein as the Company will agree to sell to the several Underwriters named in Schedule I thereto and the Underwriters, upon Representative may approve (the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts of Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Debt Securities (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts of Warrant Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “Contract Debt Securities” and “Contract Warrants”, respectively, and collectively as the “Contract Securities”. If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth therein pursuant to delayed delivery contracts (hereinafter referred to as “"Delayed Delivery Contracts”"). The Company shall have the right, in its sole discretion, to approve or disapprove each such institutional investor. Underwritten Securities which are subject to Delayed Delivery Contracts are herein sometimes called "Delayed Delivery Underwritten Securities" and Underwritten Securities which are not subject to be Delayed Delivery Contracts are herein sometimes called "Immediate Delivery Underwritten Securities." Contemporaneously with institutional investors approved the purchase on the Delivery Date by the Company and described in the Prospectus. The aggregate principal amount of Contract Debt Securities and the aggregate principal amount of Warrant Debt Securities for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As Underwriters of the Closing TimeImmediate Delivery Underwritten Securities pursuant to this Agreement, the Company will pay to the Representative as compensationRepresentative, for the accounts account of the Underwriters, the fee compensation specified in Schedule I hereto for arranging the applicable Underwriting Agreement in respect sale of all Contract Delayed Delivery Underwritten Securities. The Underwriters will not shall have any no responsibility in with respect of to the validity or the performance of any Delayed Delivery Contracts. If For the Designated Securities are Debt Securities, the deduction for the Contract Debt Securities referred to above shall become effective upon execution and delivery by the Company and the several institutional investors purposes of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Contract Debt Securities as determining the principal amount of Debt Immediate Delivery Underwritten Securities to be purchased by each Underwriter, there shall be deducted from the principal amount of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name in Schedule II hereto that portion of the respective aggregate principal amount of Delayed Delivery Underwritten Securities that the principal amount of Underwritten Securities to be purchased by such Underwriter as set forth in Schedule II hereto bears to the aggregate principal amount of Debt Underwritten Securities set forth there to be purchased by all of the Underwriters (in Schedule I each case as adjusted by the Representative to avoid fractions of the applicable Underwriting Agreementminimum principal amount in which the Underwritten Securities may be issued), except to the extent that the Representative determines determines, in its discretion, that such deduction shall be otherwise than in such proportions, proportion and so advises the Company in writing. If the Designated Securities are Warrants and Debt Warrant Securities, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Debt Warrant Securities for which Contract Warrants are exercisable as the principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writingCompany.

Delayed Delivery Contracts. Pursuant If we so indicate in the applicable prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers by certain institutions to purchase securities from us pursuant to contracts providing for payment and delivery on a specified future date. The applicable prospectus supplement will describe the conditions to those contracts and the commission payable for solicitation of those contracts. We may have agreements with the agents, dealers, underwriters and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments that the agents, dealers or underwriters may be required to make. Agents, dealers, underwriters and remarketing firms may be customers of, engage in transactions with or perform services for us in the ordinary course of their businesses. Each underwriter, dealer and agent participating in the distribution of any of the securities that are issuable in bearer form will agree that it will not offer, sell or deliver, directly or indirectly, securities in bearer form in the United States or to United States persons, other than qualifying financial institutions, during the restricted period, as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7). Any underwriters that are qualified market makers on the NASDAQ Capital Market may engage in passive market making transactions in the common stock on the NASDAQ Capital Market in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the common stock. Passive market makers must comply with applicable Underwriting Agreementvolume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the Company will agree to sell to passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the several Underwriters named in Schedule I thereto and the Underwriters, upon the basis market price of the representations and warranties herein contained, but subject to securities at a level above that which might otherwise prevail in the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts of Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Debt Securities (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts of Warrant Debt Securities set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities open market and, if applicablecommenced, Warrants may be discontinued at any time. In compliance with guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum consideration or discount to be purchased received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to delayed delivery contracts are hereinafter referred to as “Contract Debt Securities” this prospectus and “Contract Warrants”, respectively, and collectively as the “Contract Securities”. If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth therein pursuant to delayed delivery contracts (hereinafter referred to as “Delayed Delivery Contracts”). Delayed Delivery Contracts are to be with institutional investors approved by the Company and described in the Prospectus. The aggregate principal amount of Contract Debt Securities and the aggregate principal amount of Warrant Debt Securities for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As of the Closing Time, the Company will pay to the Representative as compensation, for the accounts of the Underwriters, the fee specified in the applicable Underwriting Agreement in respect of all Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Designated Securities are Debt Securities, the deduction for the Contract Debt Securities referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Contract Debt Securities as the principal amount of Debt Securities set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Securities set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing. If the Designated Securities are Warrants and Debt Warrant Securities, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount of Debt Warrant Securities for which Contract Warrants are exercisable as the principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount of Debt Warrant Securities for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writingprospectus supplement.

Delayed Delivery Contracts. Pursuant to the applicable Underwriting Agreement, the Company will agree to sell to the several Underwriters named in Schedule I thereto and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts number of Debt Securities shares of Common Stock set forth opposite their names in Schedule I thereto, less their respective amounts number of shares of the Contract Debt Securities Common Stock (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts number of shares of Warrant Debt Securities Common Stock set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities Common Stock and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “Contract Debt SecuritiesCommon Stock” and “Contract Warrants”, respectively, and collectively as the “Contract Securities”. If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth therein pursuant to delayed delivery contracts substantially in the form of Exhibit D attached hereto but with such changes therein as the Company may authorize or approve (hereinafter referred to as “Delayed Delivery Contracts”). Delayed Delivery Contracts are to be with institutional investors approved by the Company and described in the Prospectus. The aggregate principal amount number of shares of Contract Debt Securities Common Stock and the aggregate principal amount number of shares of Warrant Debt Securities Common Stock for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As of the Closing Time, the Company will pay to the Representative as compensation, for the accounts of the Underwriters, the fee specified in the applicable Underwriting Agreement in respect of all Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Designated Securities are Debt SecuritiesCommon Stock, the deduction for the Contract Debt Securities Common Stock referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount number of shares of Contract Debt Securities Common Stock as the principal amount number of Debt Securities shares of Common Stock set forth opposite the name of the respective Underwriter bears to the aggregate principal amount number of Debt Securities shares of Common Stock set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing. If the Designated Securities are Warrants and Debt Warrant SecuritiesCommon Stock, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount number of Debt shares of Warrant Securities Common Stock for which Contract Warrants are exercisable as the principal amount number of Debt shares of Warrant Securities Common Stock for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount number of Debt shares of Warrant Securities Common Stock for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing.

Delayed Delivery Contracts. Pursuant to the applicable Underwriting Agreement, the Company will agree to sell to the several Underwriters named in Schedule I thereto and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, will agree to purchase from the Company severally and not jointly, (i) the principal amounts number of Debt Securities shares of Common Stock set forth opposite their names in Schedule I thereto, less their respective amounts number of shares of the Contract Debt Securities Common Stock (as hereinafter defined), if any, determined as provided below, and/or (ii) Warrants to purchase the principal amounts number of shares of Warrant Debt Securities Common Stock set forth opposite their names in Schedule I thereto, less their respective amounts of the Contract Warrants (as hereinafter defined), if any, determined as provided below, all at the respective purchase prices set forth in such Underwriting Agreement, plus accrued interest, if any, from the date set forth therein to the date of payment and delivery. Debt Securities Common Stock and, if applicable, Warrants to be purchased pursuant to delayed delivery contracts are hereinafter referred to as “Contract Debt SecuritiesCommon Stock” and “Contract Warrants”, respectively, and collectively as the “Contract Securities”. If so indicated in the applicable Underwriting Agreement, the Company may authorize the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth therein pursuant to delayed delivery contracts (hereinafter referred to as “Delayed Delivery Contracts”). Delayed Delivery Contracts are to be with institutional investors approved by the Company and described in the Prospectus. The aggregate principal amount number of shares of Contract Debt Securities Common Stock and the aggregate principal amount number of shares of Warrant Debt Securities Common Stock for which Contract Warrants are exercisable shall not exceed the respective amounts set forth in Schedule I to the applicable Underwriting Agreement. As of the Closing Time, the Company will pay to the Representative as compensation, for the accounts of the Underwriters, the fee specified in the applicable Underwriting Agreement in respect of all Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Designated Securities are Debt SecuritiesCommon Stock, the deduction for the Contract Debt Securities Common Stock referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount number of shares of Contract Debt Securities Common Stock as the principal amount number of Debt Securities shares of Common Stock set forth opposite the name of the respective Underwriter bears to the aggregate principal amount number of Debt Securities shares of Common Stock set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing. If the Designated Securities are Warrants and Debt Warrant SecuritiesCommon Stock, the deduction for the Contract Warrants referred to above shall become effective upon execution and delivery by the Company and the several institutional investors of the Delayed Delivery Contracts and such deduction for each Underwriter shall be in the amount which shall bear the same proportion to the total principal amount number of Debt shares of Warrant Securities Common Stock for which Contract Warrants are exercisable as the principal amount number of Debt shares of Warrant Securities Common Stock for which Warrants are exercisable as set forth opposite the name of the respective Underwriter bears to the aggregate principal amount number of Debt shares of Warrant Securities Common Stock for which Warrants are exercisable as set forth in Schedule I to the applicable Underwriting Agreement, except to the extent that the Representative determines that such deduction shall be otherwise than in such proportions, and so advises the Company in writing.