Common use of Delivery of Placement Shares Clause in Contracts

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLV’s or its designee’s account (provided MLV shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLV, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a) hereto, it will (i) hold MLV harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV if the Placement Shares are not delivered due to (1) a suspension or material limitation in trading in securities generally on the Exchange, or (2) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold hereunder by crediting MLVCF&Co’s or its designee’s account (provided MLV CF&Co shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto Parties, which Shares in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company agrees that, in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) hereto(Indemnification by the Company), it will (i) hold MLV CF&Co, the directors, officers, partners, employees and agents of CF&Co and each person, if any, who (A) controls CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (B) is controlled by or is under common control with CF&Co (other than the Company and its subsidiaries) (a “CF&Co Affiliate”), harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Company, and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation commission to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV CF&Co if the Placement Shares are not delivered due to (1w) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Exchange; (2x) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (y) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (z) any other calamity or crisis or any material change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVCF&Co’s or its designee’s account (provided MLV CF&Co shall have given the Company written notice of such designee at least one Trading Business Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same same-day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) hereto(Indemnification and Contribution), it will (i) hold MLV CF&Co harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV CF&Co if the Placement Shares are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the Exchange, or ; (2ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVthe Agent’s or its designee’s account (provided MLV the Agent shall have given the Company written notice of such designee at least one Trading Business Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification) hereto, it will (i) hold MLV the Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such defaultCompany; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV the Agent if the Placement Shares are not delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange, or ; (2) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (3) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (4) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVCredit Agricole’s or its designee’s account (provided MLV Credit Agricole shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV Credit Agricole will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Contribution) hereto, it will (i) hold MLV Credit Agricole harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) Credit Agricole any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV Credit Agricole if the Placement Shares are not delivered due to (1i) a suspension or material limitation in trading in securities generally on the Exchange, the American Stock Exchange or the NASDAQ; (2ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVthe Agent’s or its designee’s account (provided MLV the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a10(a) hereto, and provided that the Agent has complied with its obligations hereunder, it will (i) hold MLV the Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Company, and (ii) pay to MLV (without duplication) the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Provided, however, that without limiting Section 10(a) herein, the Company shall not be obligated to so indemnify and reimburse MLV if pay to the Agent any commission, discount or other compensation on any Placement Shares that are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the ExchangeNYSE, or (2ii) a general moratorium on commercial banking activities declared by either Canadian or United States federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Canada or a declaration by the United States or Canada of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold hereunder by crediting MLVCF&Co’s or its designee’s account (provided MLV CF&Co shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto Parties, which Shares in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver any of the Placement Shares on a Settlement Date through no fault of MLVDate, then the Company agrees that, in addition to and in no way limiting the rights and obligations set forth in Section 11(a) hereto9(a), it will (i) hold MLV CF&Co, the directors, officers, partners, employees and agents of CF&Co and each person, if any, who (A) controls CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (B) is controlled by or is under common control with CF&Co (other than the Company and its subsidiaries) (a “CF&Co Affiliate”), harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Company, and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation commission to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV CF&Co if the Placement Shares are not delivered due to (1w) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the New York Stock Exchange Amex or the Exchange; (2x) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (y) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (z) any other calamity or crisis or any material change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVCF&Co’s or its designee’s account (provided MLV CF&Co shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Contribution) hereto, it will (i) hold MLV CF&Co harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such defaultdefault ; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV CF&Co if the Placement Shares are not delivered due to (1i) a suspension or material limitation in trading in securities generally on the Exchange, the American Stock Exchange or the NASDAQ; (2ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVCF&Co’s or its designee’s account (provided MLV shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradableand, transferableupon receipt of such Placement Shares, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company on, or prior to, to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) heretoof the Agreements, it will (i) hold MLV CF&Co harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company Company; provided, that under no circumstances will CF&Co be entitled to any Commission in connection with such default. Very truly yours, By: By executing this Acceptance the undersigned certifies that (i) all of the representations and warranties contained in the Agreement are true and correct (x) on the date hereof as if made on the date hereof, (y) on the date that the Registration Statement is declared effective, as if made on such date, and (z) since the date of the most recent prior Placement Notice, the date on which the Registration Statement was amended or its transfer agent the Prospectus was supplemented, in each case including any filing or document incorporated by reference therein (if applicableother than (i) and matters reported solely under Item 9 of Form 8-K, (ii) pay any supplement containing solely information provided by CF&Co pursuant to MLV Section 7(m) of the Agreement, and (without duplicationiii) any commissionamendment to the Registration Statement or supplement to the Prospectus relating directly to an offer and sale other than the offer and sale of the Placement Shares), discountas if made on such dates, or other compensation (ii) the Board of Directors has approved the terms and conditions of this Placement Notice, (iii) the Company is in full compliance in all material respects with its obligations under the Agreement and (iv) all of the conditions precedent to which it would otherwise have the consummation of the sales contemplated by this Placement Notice has been entitled absent such default; provided, however, satisfied. The undersigned undertakes to promptly CF&Co in the event that the Company above certification shall not cease to be obligated to so indemnify true and reimburse MLV if correct during any period in which sales may be made under this Placement Notice. ACCEPTED as of the Placement Shares are not delivered due to (1) a suspension or material limitation in trading in securities generally on the Exchange, or (2) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States.date first-above written: By: Pxxx Xxxxxx Mxxx X. Xxxxxx Jxxxxxx Xxxxx Pxxxxxx XxXxxxxx

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVCF&Co’s or its designee’s account (provided MLV CF&Co shall have given the Company written notice of such designee at least one Trading Business Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same same-day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) hereto(Indemnification and Contribution), it will (i) hold MLV CF&Co harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV CF&Co if the Placement Shares are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market; (2ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVCF&Co’s or its designee’s account (provided MLV CF&Co shall have given the Company written notice of such designee at least one Trading Business Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same same-day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) hereto(Indemnification and Contribution), it will (i) hold MLV CF&Co harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV CF&Co if the Placement Shares are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the Exchange, or Exchanges; (2ii) a general moratorium on commercial banking activities declared by either Canadian or United States federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Canada or a declaration by the United States or Canada of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVCF&Co’s or its designee’s account (provided MLV CF&Co shall have given the Company written notice of such designee at least one Trading Business Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same same-day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 11(a) hereto9 (Indemnification and Contribution), it will (i) hold MLV CF&Co harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV CF&Co if the Placement Shares are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the Exchange, or ; (2ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLV’s CF&Co's or its designee’s 's account (provided MLV CF&Co shall have given the Company written notice of such designee at least one Trading Business Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same same-day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) hereto(Indemnification and Contribution), it will (i) hold MLV CF&Co harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV CF&Co if the Placement Shares are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the Exchange, or ; (2ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVCalyon’s or its designee’s account (provided MLV Calyon shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto hereto, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV Calyon will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) hereto(Indemnification by the Company), it will (i) hold MLV Calyon harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) Calyon any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV Calyon if the Placement Shares are not delivered due to (1i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the NASDAQ; (2ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war: or (iv) any other calamity or crisis or any material change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVthe Agent’s or its designee’s account (provided MLV the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a10(a) hereto, it will (i) hold MLV the Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Provided, however, that without limiting Section 10(a) herein, in the Company shall event the Company, or its transfer agent (if applicable), cannot be obligated to so indemnify and reimburse MLV if deliver the Placement Shares are not delivered due to (1i) a suspension or material limitation in trading in securities generally on the Exchange, or NYSE; (2ii) a general moratorium on commercial banking activities declared by either United States federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, the Company shall immediately return the related Net Proceeds to the Agent and shall not be obligated to pay to the Agent any commission, discount or other compensation on such undelivered Placement Shares.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVCF&Co’s or its designee’s account (provided MLV CF&Co shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto hereto, which Placement Shares, in all cases cases, shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then that in addition to and in no way limiting the rights and obligations set forth in Section 11(a12(a) (Indemnification and Contribution) hereto, it will (i) hold MLV CF&Co harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify or pay CF&Co with respect to clauses (i) and reimburse MLV (ii) above if the Placement Shares are not delivered due to (1i) a suspension or material limitation in trading in securities generally on the Exchange, or NYSE; (2ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war: or (iv) any other calamity or crisis or any material change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVthe Agent’s or its designee’s account (provided MLV the Agent shall have given the Company written notice of such designee at least one Trading Business Day prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification) hereto, it will (i) hold MLV the Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such defaultCompany; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV the Agent if the Placement Shares are not delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange, or ; (2) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (3) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (4) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLV’s the Lead Agent's or its designee’s 's account (provided MLV the Lead Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Lead Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a10(a) hereto, and provided that the Lead Agent has complied with its obligations hereunder, it will (i) hold MLV the Lead Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Company, and (ii) pay to MLV (without duplication) the Lead Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Provided, however, that without limiting Section 10(a) herein, the Company shall not be obligated to so indemnify and reimburse MLV if pay to the Lead Agent any commission, discount or other compensation on any Placement Shares that are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the ExchangeNYSE, or (2ii) a general moratorium on commercial banking activities declared by either Canadian or United States federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Canada or a declaration by the United States or Canada of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVCF&Co’s or its designee’s account (provided MLV CF&Co shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto hereto, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) hereto(Indemnification), it will (i) hold MLV CF&Co harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV CF&Co if the Placement Shares are not delivered due to (1i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the NASDAQ; (2ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war: or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVCF&Co’s or its designee’s account (provided MLV CF&Co shall have given the Company written notice of such designee at least one Trading Business Day prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification) hereto, it will (i) hold MLV CF&Co harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled to under this Agreement absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV CF&Co if the Placement Shares are not delivered due to (1i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Market; (2ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war: or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVCF&Co’s or its designee’s account (provided MLV CF&Co shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company on, or prior to, to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), Company defaults in on its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) hereto, it will (i) hold MLV CF&Co harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV CF&Co if the Placement Shares are not delivered due to (1) a suspension or material limitation in trading in securities generally on the Exchange, Exchange or the NASDAQ; (2) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (3) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (4) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLV’s or its designee’s account (provided MLV shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLV, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a) hereto, it will (i) hold MLV harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV if the Placement Shares are not delivered due to (1) a suspension or material limitation in trading in securities generally on the Exchange, or (2) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVCF&Co’s or its designee’s account (provided MLV CF&Co shall have given the Company written notice of such designee at least one Trading Business Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same same-day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 11(a) hereto9 (Indemnification and Contribution), it will (i) hold MLV CF&Co harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, however that the Company shall not be obligated to so indemnify and reimburse MLV CF&Co if the Placement Shares are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the Exchange, New York Stock Exchange or the NASDAQ Stock Market; (2ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Israel; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Israel or a declaration by the United States of a national emergency or war or a material increase in hostilities in Israel; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVthe applicable Agent’s or its designee’s account (provided MLV the applicable Agent shall have given the Company written notice of such designee at least one Trading Business Day prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the applicable Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification) hereto, it will (i) hold MLV each Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such defaultCompany; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV the Agents if the Placement Shares are not delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Exchange; (2) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (3) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war: or (4) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVthe Lead Agent’s or its designee’s account (provided MLV the Lead Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Lead Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a10(a) hereto, and provided that the Lead Agent has complied with its obligations hereunder, it will (i) hold MLV the Lead Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Company, and (ii) pay to MLV (without duplication) the Lead Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Provided, however, that without limiting Section 10(a) herein, the Company shall not be obligated to so indemnify and reimburse MLV if pay to the Lead Agent any commission, discount or other compensation on any Placement Shares that are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the ExchangeNYSE, or (2ii) a general moratorium on commercial banking activities declared by either Canadian or United States federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Canada or a declaration by the United States or Canada of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold hereunder by crediting MLVCF&Co’s or its designee’s account (provided MLV CF&Co shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto Parties, which Shares in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver any of the Placement Shares on a Settlement Date through no fault of MLVDate, then the Company agrees that, in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) hereto(Indemnification by the Company), it will (i) hold MLV CF&Co, the directors, officers, partners, employees and agents of CF&Co and each person, if any, who (A) controls CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (B) is controlled by or is under common control with CF&Co (other than the Company and its subsidiaries) (a “CF&Co Affiliate”), harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Company, and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation commission to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV CF&Co if the Placement Shares are not delivered due to (1w) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the New York Stock Exchange Amex or the Exchange; (2x) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (y) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (z) any other calamity or crisis or any material change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVCF&Co’s or its designee’s account (provided MLV CF&Co shall have given the Company written notice of such designee at least one Trading Business Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same same-day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) hereto(Indemnification and Contribution), it will (i) hold MLV CF&Co harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, however that the Company shall not be obligated to so indemnify and reimburse MLV CF&Co if the Placement Shares are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the Exchange, New York Stock Exchange or the NASDAQ Stock Market; (2ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Israel; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Israel or a declaration by the United States of a national emergency or war or a material increase in hostilities in Israel; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLV’s the Designated Lead Agent's or its designee’s 's account (provided MLV the Designated Lead Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System DWAC or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Designated Lead Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a10(a) hereto, and provided that the Designated Lead Agent has complied with its obligations hereunder, it will (i) hold MLV the Designated Lead Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Company, and (ii) pay to MLV (without duplication) the Designated Lead Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Provided, however, that without limiting Section 10(a) herein, the Company shall not be obligated to so indemnify and reimburse MLV if pay to the Designated Lead Agent any commission, discount or other compensation on any Placement Shares that are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the ExchangeNYSE, or (2ii) a general moratorium on commercial banking activities declared by either Canadian or United States federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Canada or a declaration by the United States or Canada of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLV’s Xx Xxxxx’x or its designee’s account (provided MLV Xx Xxxxx shall have given the Company written notice of such designee at least one Trading Business Day prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV Xx Xxxxx will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of MLVDate, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification) hereto, it will (i) hold MLV Xx Xxxxx harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) Xx Xxxxx any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse MLV Xx Xxxxx if the Placement Shares are not delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Exchange; (2) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (3) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war: or (4) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.