Common use of Delivery and Payment; Closing Clause in Contracts

Delivery and Payment; Closing. A. In the event that the Placement Agent receives any payment from an Investor in connection with the purchase of any Shares by such investor, such payment shall be promptly transmitted to and deposited into the escrow account (the “Escrow Account”) established by the Company in connection with the Offering with Prime Trust, LLC, as escrow agent (the “Escrow Agent”). Among other things, the Placement Agent shall forward any checks so received by the Placement Agent to the Escrow Agent by noon the next business day. The Placement Agent and the Company shall instruct Investors to make wire transfer payments to [●], Account No. [●], with the name and address of the Investor making payment. B. Prior to the Initial Closing (as defined below) date of the Offering and any Subsequent Closing date, (i) each Investor will execute and deliver a Subscription Agreement (each, an “Investor Subscription Agreement”) to the Company and the Company will make available to each Placement Agent and the Escrow Agent copies of each such Investor Subscription Agreement; (ii) each Investor will transfer to the Escrow Account funds in an amount equal to the price per Share as shown on the cover page of the Final Offering Circular multiplied by the number of Shares subscribed by such Investor; (iii) subscription funds received from any Investor will be promptly transmitted to the Escrow Account in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iv) the Escrow Agent will notify the Company and the Placement Agent in writing whether the balance of the Escrow Account contains collected funds in the amount equal to the proceeds for the sale of at least 750,000 Shares offered hereby (the “Requisite Funds”). C. If the Escrow Agent shall have received at least the Requisite Funds on or before 9:00 a.m., New York City time, on [●], 2018, or at such other time(s) on such other date(s), not more than thirty (30) days thereafter, as may be agreed upon by the Company and the Placement Agent (each such date, a “Closing Date”), the Escrow Agent will release the balance of the Escrow Account for collection by the Company and the Placement Agent as provided in the Escrow Agreement and the Company shall deliver the Shares purchased on such Closing Date to the Investors, which delivery may be made through the facilities of the Depository Trust Company (“DTC”) or via book entry with the Company’s securities registrar and transfer agent, [●] (the “Transfer Agent”). The initial closing (the “Initial Closing”) and any subsequent closing (each, a “Subsequent Closing”) shall take place at the office of the Placement Agent in New York City or such other location as the Placement Agent and the Company shall mutually agree. The Initial Closing and all Subsequent Closings shall each be referred to as a “Closing.” All actions taken at a Closing shall be deemed to have occurred simultaneously on the date of such Closing. D. If the Requisite Funds have not been received immediately prior to the initial Closing Date, the Offering will not proceed and the Escrow Agent will promptly return the funds to the investors without interest.

Delivery and Payment; Closing. A. In the event that the Placement Agent receives any payment from an Investor in connection with the purchase of any Shares by such investor, such payment The Securities shall be promptly transmitted delivered by the Company to and deposited into the escrow account Investors against payment of the Purchase Price therefor at the offices of Xxxxxxxx Xxxxxxxx PLC, 0000 X. Xxxx Xx., Xxxxx 0000, Xxxxxxxx, XX 00000x. (the “Escrow Account”) established by the Company in connection with the Offering with Prime Trust, LLC, as escrow agent (the “Escrow Agent”). Among other things, the Placement Agent shall forward any checks so received by the Placement Agent to the Escrow Agent by noon the next business day. The Placement Agent and the Company shall instruct Investors to make wire transfer payments to [●], Account No. [●], with the name and address of the Investor making payment. B. Prior to the Initial Closing (as defined below) date of the Offering and any Subsequent Closing date, (i) each Investor will execute and deliver a Subscription Agreement (each, an “Investor Subscription Agreement”) to the Company and the Company will make available to each Placement Agent and the Escrow Agent copies of each such Investor Subscription Agreement; (ii) each Investor will transfer to the Escrow Account funds in an amount equal to the price per Share as shown on the cover page of the Final Offering Circular multiplied by the number of Shares subscribed by such Investor; (iii) subscription funds received from any Investor will be promptly transmitted to the Escrow Account in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended (the “Exchange ActCounsel”), and (iv) the Escrow Agent will notify the Company and the Placement Agent in writing whether the balance of the Escrow Account contains collected funds in the amount equal to the proceeds for the sale of at least 750,000 Shares offered hereby (the “Requisite Funds”). C. If the Escrow Agent shall have received at least the Requisite Funds on or before 9:00 a.m., New York City 10:00 a.m. Eastern time, on [●], 2018, or at such other time(sthe second (2nd) on such other date(s), not more than thirty Business Day after the date (30) days thereafter, as may be agreed upon by the Company and the Placement Agent (each such dateeach, a “Closing Date”), the Escrow Agent will release the balance of the Escrow Account for collection by the Company and the Placement Agent as provided in the Escrow Agreement and the Company shall deliver the Shares purchased ) on such Closing Date to the Investors, which delivery may be made through the facilities of the Depository Trust Company (“DTC”) or via book entry with the Company’s securities registrar and transfer agent, [●] (the “Transfer Agent”). The initial closing (the “Initial Closing”) and any subsequent closing notice (each, a “Subsequent ClosingClosing Notice”) requesting that the Offering be closed has been delivered by the Company and by the Underwriter to [Escrow Agent] pursuant to the Escrow Deposit Agreement (the “Escrow Agreement”). Each Closing shall occur at such place as shall be agreed upon by the Placement Agent and the Company. In the absence of an agreement to the contrary, each Closing, including deliveries of the notice (each, an “Escrow Release Notice”) requesting that the Offering be closed, and the documents with respect to the purchase of the Securities, if any, shall take place at the office offices of Subject to the terms and conditions hereof, at each Closing, payment of the purchase price for the Securities sold on such Closing Date (net of any commissions or reimbursements payable by the Company pursuant to this Agreement) shall be made by Federal Funds wire transfer, against delivery of such Securities, and such Securities shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request at least one (1) Business Day before the time of purchase. On each Closing Date, the Securities to which the Closing relates shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian (DWAC) system for the accounts of the Placement Agent in New York City or through such other location means as the Placement Agent and the Company shall mutually parties may hereafter agree. The Initial Closing and all Subsequent Closings shall each be referred to as a “Closing.” All actions taken at a Closing shall be deemed to have occurred simultaneously on the date of such Closingsimultaneously. D. If the Requisite Funds have not been received immediately prior to the initial Closing Date, the Offering will not proceed and the Escrow Agent will promptly return the funds to the investors without interest.

Delivery and Payment; Closing. A. In the event that the Placement Agent receives any payment from an Investor in connection with the purchase of any Shares by such investor, such payment shall be promptly transmitted to and deposited into the escrow account (the “Escrow Account”) established by the Company in connection with the Offering with Prime Trust, LLC, as escrow agent (the “Escrow Agent”). Among other things, the Placement Agent shall forward any checks so received by the Placement Agent to the Escrow Agent by noon the next business day. The Placement Agent and the Company shall instruct Investors to make wire transfer payments to [●], Account No. [●], with the name and address of the Investor making payment. B. Prior to the Initial Closing (as defined below) date of the Offering and any Subsequent Closing date, (i) each Investor will execute and deliver a Subscription Agreement (each, an “Investor Subscription Agreement”) to the Company and the Company will make available to each Placement Agent and the Escrow Agent copies of each such Investor Subscription Agreement; (ii) each Investor will transfer to the Escrow Account funds in an amount equal to the price per Share as shown on the cover page of the Final Offering Circular multiplied by the number of Shares subscribed by such Investor; (iii) subscription funds received from any Investor will be promptly transmitted to the Escrow Account in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iv) the Escrow Agent will notify the Company and the Placement Agent in writing whether the balance of the Escrow Account contains collected funds in the amount equal to the proceeds for the sale of at least 750,000 416,667 Shares offered hereby (the “Requisite Funds”). C. If the Escrow Agent shall have received at least the Requisite Funds on or before 9:00 a.m., New York City time, on [●], 2018, or at such other time(s) on such other date(s), not more than thirty (30) days thereafter, as may be agreed upon by the Company and the Placement Agent (each such date, a “Closing Date”), the Escrow Agent will release the balance of the Escrow Account for collection by the Company and the Placement Agent as provided in the Escrow Agreement and the Company shall deliver the Shares purchased on such Closing Date to the Investors, which delivery may be made through the facilities of the Depository Trust Company (“DTC”) or via book entry with the Company’s securities registrar and transfer agent, [●] (the “Transfer Agent”). The initial closing (the “Initial Closing”) and any subsequent closing (each, a “Subsequent Closing”) shall take place at the office of the Placement Agent in New York City or such other location as the Placement Agent and the Company shall mutually agree. The Initial Closing and all Subsequent Closings shall each be referred to as a “Closing.” All actions taken at a Closing shall be deemed to have occurred simultaneously on the date of such Closing. D. If the Requisite Funds have not been received immediately prior to the initial Closing Date, the Offering will not proceed and the Escrow Agent will promptly return the funds to the investors without interest.

Delivery and Payment; Closing. A. In the event that the Placement Agent receives any payment from an Investor in connection with the purchase of any Shares by such investor, such payment shall be promptly transmitted to and deposited into the escrow account (the “Escrow Account”) established by the Company in connection with the Offering with Prime Trust, LLC, as escrow agent (the “Escrow Agent”). Among other things, the Placement Agent shall forward any checks so received by the Placement Agent to the Escrow Agent by noon the next business day. The Placement Agent and the Company shall instruct Investors to make wire transfer payments to [●], Account No. [●], with the name and address of the Investor making payment. B. Prior to the Initial Closing (as defined below) date of the Offering and any Subsequent Closing date, (i) each Investor will execute and deliver a Purchaser Questionnaire and Subscription Agreement (each, an “Investor Subscription Agreement”) to the Company and the Company will make available to each Placement Agent and the Escrow Agent copies of each such Investor Subscription Agreement; (ii) each Investor will transfer to the Escrow Account funds in an amount equal to the price per Share as shown on the cover page of the Final Offering Circular multiplied by the number of Shares subscribed by such Investor; (iii) subscription funds received from any Investor will be promptly transmitted to the Escrow Account in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iv) the Escrow Agent will notify the Company and the Placement Agent in writing whether the balance of the Escrow Account contains collected funds in the amount equal to the proceeds for the sale of at least 750,000 416,667 Shares offered hereby (the “Requisite Funds”). C. If the Escrow Agent shall have received at least the Requisite Funds on or before 9:00 a.m., New York City time, on [●], 2018, or at such other time(s) on such other date(s), not more than thirty (30) days thereafter, as may be agreed upon by the Company and the Placement Agent (each such date, a “Closing Date”), the Escrow Agent will release the balance of the Escrow Account for collection by the Company and the Placement Agent as provided in the Escrow Agreement and the Company shall deliver the Shares purchased on such Closing Date to the Investors, which delivery may be made through the facilities of the Depository Trust Company (“DTC”) or via book entry with the Company’s securities registrar and transfer agent, [●] (the “Transfer Agent”). The initial closing (the “Initial Closing”) and any subsequent closing (each, a “Subsequent Closing”) shall take place at the office of the Placement Agent in New York City or such other location as the Placement Agent and the Company shall mutually agree. The Initial Closing and all Subsequent Closings shall each be referred to as a “Closing.” All actions taken at a Closing shall be deemed to have occurred simultaneously on the date of such Closing. D. If the Requisite Funds have not been received immediately prior to the initial Closing Date, the Offering will not proceed and the Escrow Agent will promptly return the funds to the investors without interest.