Delivery of and Payment for Firm Shares and Firm Warrants. Delivery of and payment for the Firm Shares and Firm Warrants shall be made at 10:00 A.M., New York City time, on the third (3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement, as defined below, (or the fourth (4th) Business Day following the Effective Date, if the Registration Statement is declared effective after 4:30 P.M.) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of the Representative or at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery of and payment for the Firm Shares and Firm Warrants is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares and Firm Warrants is referred to herein as the “Closing.” Payment for the Firm Shares and Firm Warrants shall be made on the Closing Date by wire transfer in Federal (same day) funds upon delivery to the Representative of certificates (in form and substance reasonably satisfactory to the Representative) representing the Firm Shares and Firm Warrants (or if uncertificated through the full fast transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Shares and Firm Warrants shall be registered in such names and in such denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. If certificated, the Company will permit the Representative to examine and package the Firm Shares and Firm Warrants for delivery at least one full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares and Firm Warrants except upon tender of payment by the Representative for all the Firm Shares and Firm Warrants.
