Common use of Delivery of the Offered Securities Clause in Contracts

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered to Jefferies for the accounts of the several Underwriters, certificates for the Firm Shares to be sold by them at the First Closing Date, and (ii) deliver, or cause to be delivered, to the purchasers thereof the Pre-Funded Warrants in accordance with the Underwriters’ instructions, to be sold by them, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered to Jefferies for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as Jefferies shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies may designate; provided, however, that if the Company, upon the instruction of Jefferies, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered delivered, to Jefferies the Representatives for the accounts of the several Underwriters, Underwriters certificates for the Firm Shares to be sold by them at the First Closing DateShares, and (ii) physically deliver, or cause to be delivered, to the purchasers thereof the Pre-Funded Warrants in accordance with the Underwriters’ instructions, to be sold by themat the First Closing Date, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect have agreed to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies the Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by Jefferies the Representatives through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elects, the The certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as Jefferies the Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies the Representatives may designate; provided, however, that if the Company, upon the instruction of Jefferiesthe Representatives, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered to Jefferies the Representative for the accounts of the several Underwriters, certificates for Underwriters the Firm Shares to be sold by them at the First Closing Date, and (ii) deliver, or cause to be delivered, to the purchasers thereof the Pre-Funded Warrants in accordance with the Underwriters’ instructions, to be sold by themat the Closing Date, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered to Jefferies for If the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies Representative so elects, delivery of the Offered Shares Securities may be made by credit to the accounts account designated by Jefferies the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies the Representative so elects, the certificates for the Offered Shares Securities, if any, shall be in definitive form and registered in such names and denominations as Jefferies the Representative shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies the Representative may designate; provided, however, that if the Company, upon the instruction of Jefferiesthe Representative, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, certificates for Underwriters the Firm Shares to be sold by them at the First Closing Date, and (ii) deliver, or cause to be delivered, to the purchasers thereof the Pre-Funded Warrants in accordance with the Underwriters’ instructions, to be sold by them, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Pre-Funded Warrants shall be delivered to the purchasers of the Pre-Funded Warrants in definitive form, registered in such names and in such denominations as the purchasers of the Pre-Funded Warrants shall request in writing not later than the First Closing Date. The Pre-Funded Warrants will be made available for inspection by the Representatives on the business day prior to the First Closing Date. The Company shall electronically deliver, to be followed up by prompt physical delivery, or cause to be electronically delivered, to be followed up by prompt physical delivery, the Pre-Funded Warrants to the purchasers thereof, in accordance with the Representatives’ instructions, on the First Closing Date. The Company shall also deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect have agreed to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies Piper so elects, delivery of the Offered Firm Shares and Optional Shares may be made by credit to the accounts designated by Jefferies Piper through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies Piper so elects, the certificates for the Offered Firm Shares and Optional Shares shall be in definitive form and registered in such names and denominations as Jefferies it shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies the Representatives may designate; provided, however, that if the Company, upon the instruction of Jefferies, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In the event that the Firm Shares and Pre-Funded Warrants (and Optional Shares, if elected by the Representatives) are not delivered to the Representatives by 2:30 p.m., New York City time, on the First Closing Date (and the Option Closing Date, if elected by Xxxxx), the Company will return (or will instruct its custodian to return) payment of the full purchase price to the Representatives’ agent, Pershing LLC, via same day funds by 4:30 p.m., New York City time. The Company shall remain liable to Pershing LLC for the full amount of the purchase price and any costs associated with recovering the purchase price until the full amount has been received by Pershing LLC.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered through the facilities of Depositary Trust Company (“DTC”) unless the Representatives shall otherwise instruct, to Jefferies the Representatives for the accounts of the several Underwriters, certificates for Underwriters the Firm Shares to be sold by them at the First Closing DateShares, and (ii) physically deliver, or cause to be delivered, to the purchasers thereof the Pre-Funded Warrants in accordance with the Underwriters’ instructions, to be sold by themthem at the First Closing Date, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representatives shall otherwise instruct, to Jefferies the Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect have agreed to purchase from the Company them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as Jefferies the Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies the Representatives may designate; provided, however, that if the Company, upon the instruction of Jefferiesthe Representatives, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered delivered, through the facilities of the Depository Trust Company (“DTC”) unless the Representatives otherwise instruct, to Jefferies the Representatives for the accounts of the several Underwriters, certificates for Underwriters the Firm Shares to be sold by them at the First Closing Date, and (ii) deliver, or cause to be delivered, to the purchasers thereof the Pre-Funded Warrants in accordance with the Underwriters’ instructions, to be sold by them, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered delivered, through the facilities of DTC unless the Representatives otherwise instruct, to Jefferies the Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect have agreed to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elects, the The certificates for of the Offered Shares shall be in definitive form and registered in such names and denominations as Jefferies the Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies the Representatives may designate; provided, however, that if the Company, upon the instruction of Jefferiesthe Representatives, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, certificates for Underwriters the Firm Shares to be sold by them at the First Closing Date, and (ii) deliver, or cause to be delivered, to the purchasers thereof the Pre-Funded Warrants in accordance with the Underwriters’ instructions, to be sold by them, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Pre-Funded Warrants shall be delivered to the purchasers of the Pre-Funded Warrants in definitive form, registered in such names and in such denominations as the purchasers of the Pre-Funded Warrants shall request in writing not later than the First Closing Date. The Pre-Funded Warrants will be made available for inspection by the Representatives on the business day prior to the First Closing Date. The Company shall electronically deliver, to be followed up by prompt physical delivery, or cause to be electronically delivered, to be followed up by prompt physical delivery, the Pre-Funded Warrants to the purchasers thereof, in accordance with the Representatives’ instructions, on the First Closing Date. The Company shall also deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect have agreed to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies Piper so elects, delivery of the Offered Firm Shares and Optional Shares may be made by credit to the accounts designated by Jefferies Piper through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies Piper so elects, the certificates for the Offered Firm Shares and Optional Shares shall be in definitive form and registered in such names and denominations as Jefferies it shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies the Representatives may designate; provided, however, that if the Company, upon the instruction of Jefferies, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In the event that the Firm Shares and Pre-Funded Warrants (and Optional Shares, if elected by the Representatives) are not delivered to the Representatives by 2:30 p.m., New York City time, on the First Closing Date (and the Option Closing Date, if elected by Pxxxx), the Company will return (or will instruct its Custodian to return) payment of the full purchase price to the Representatives’ agent, Pershing LLC, via same day funds by 4:30 p.m., New York City time. The Company shall remain liable to Pershing LLC for the full amount of the purchase price and any costs associated with recovering the purchase price until the full amount has been received by Pershing LLC.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, Underwriters certificates for the Firm Shares to be sold by them at the First Closing DateShares, and (ii) deliver, shall physically deliver or cause to be delivered, delivered to the purchasers thereof the Pre-Funded Warrants in accordance with the Underwriters’ instructions, to be sold by themat the First Closing Date, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect have agreed to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies the Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by Jefferies the Representatives through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies the Representatives so electselect, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as Jefferies the Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies the Representatives may designate; provided, however, that if the Company, upon the instruction of Jefferiesthe Representatives, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered to Jefferies X.X. Xxxxxx for the accounts of the several Underwriters, certificates for the Firm Shares to be sold by them at the First Closing Date, and (ii) deliver, or cause to be delivered, to the purchasers thereof the Pre-Funded Warrants in accordance with the Underwriters’ instructions, to be sold by them, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered to Jefferies X.X. Xxxxxx for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies X.X. Xxxxxx so elects, delivery of the Offered Shares may be made by credit to the accounts designated by Jefferies X.X. Xxxxxx through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies X.X. Xxxxxx so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as Jefferies X.X. Xxxxxx shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies X.X. Xxxxxx may designate; provided, however, that if the Company, upon the instruction of JefferiesX.X. Xxxxxx, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered to Jefferies for the accounts of the several Underwriters, certificates for the Firm Shares to be sold by them at the First Closing Date, and (ii) deliver, or cause to be delivered, through the facilities of the Depository Trust Company (“DTC”) unless the Representatives otherwise instruct, to the purchasers thereof Representatives for the Pre-Funded Warrants in accordance with accounts of the Underwriters’ instructions, to be sold by themseveral Underwriters the Firm Shares at the First Closing Date, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered delivered, through the facilities of DTC unless the Representatives otherwise instruct, to Jefferies the Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect have agreed to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies so elects, delivery of The Pre-Funded Warrants shall be delivered to the Representatives in definitive form. The Pre-Funded Warrants will be made available for inspection by the Representatives on the business day prior to the First Closing Date. The Offered Shares may be made by credit to and the accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elects, the certificates for the Offered Shares Pre-Funded Warrants shall be in definitive form and registered in such names and denominations as Jefferies the Representatives shall have requested at least two one full business days day prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies the Representatives may designate; provided, however, that if the Company, upon the instruction of Jefferies, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Pre-Funded Warrants in the public offering to make payment for the Pre-Funded Warrants on the First Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $7.9999 per Pre-Funded Warrant, in lieu of payment by the Underwriters for such Pre-Funded Warrants, and the Company shall deliver such Pre-Funded Warrants to such purchasers on the First Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Pre-Funded Warrants to the Underwriters; provided that, the underwriting discounts and commissions in respect of the Pre-Funded Warrants, as calculated by subtracting the Pre-Funded Warrant Purchase Price set forth in Section 2(a) hereof from the Price per Pre-Funded Warrant to the Public set forth on Schedule C hereto, shall be deducted and withheld from the amount otherwise payable by the Representatives to the Company for the Shares as set forth above in this Section 2(f). In the event that any purchaser of the Pre-Funded Warrants in the public offering fails to make payment to the Company for all or part of the Pre-Funded Warrants (the “Failed Warrants”) on the First Closing Date, the Representatives may elect, by written notice to the Company and payment of the Share Purchase Price by wire transfer in immediately available funds to the account specified by the Company at the location and time designated in Section 2(b) for the First Closing Date, to receive Shares at the Share Purchase Price in lieu of the Failed Warrants that were otherwise to have been delivered to the purchasers thereof under this Agreement.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, and (ii) deliver, or cause to be delivered, to the purchasers thereof thereof, the Pre-Funded Warrants Warrants, in accordance with the Underwriters’ instructions, to be sold by themin each case, at the First Closing Date, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect have agreed to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elects, the certificates for the Offered Shares Securities shall be in definitive form and registered in such names and denominations as Jefferies the Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies the Representatives may designate; provided, however, that if the Company, upon the instruction of Jefferiesthe Representatives, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, certificates for Underwriters the Firm Shares to be sold by them at the First Closing Date, and (ii) deliver, or cause to be delivered, to the Representatives or to the purchasers thereof the Pre-Funded Warrants and the Common Warrants in definitive paper form, in accordance with the Underwriters’ instructionsinstruction, to be sold by themon the Closing Date, in each case, against release of a wire transfer of immediately available funds for the amount of the respective purchase price therefor. The Company shall also deliver, or cause to be delivered to Jefferies for Unless the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies so electsRepresentatives otherwise elect, delivery of the Offered Shares may be made by credit to the accounts designated by Jefferies the Representatives through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies the Representatives so electselect, the any certificates for the Offered Shares and any definitive paper form of the Pre-Funded Warrants and Common Warrants shall be in definitive form and registered in such names and denominations as Jefferies the Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies the Representatives may designate; provided, however, that if the Company, upon the instruction of Jefferies, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Pre-Funded Warrants and accompanying Common Warrants to make payment for the Pre-Funded Warrants and accompanying Common Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $6.513 per Pre-Funded Warrant and accompanying Common Warrant, in lieu of payment by the Underwriters for such Pre-Funded Warrants and accompanying Common Warrants, and the Company shall deliver the Pre-Funded Warrants and accompanying Common Warrants to such purchasers on the Closing Date in definitive paper form against such payment, in lieu of the Company’s obligation to deliver the Pre-Funded Warrants and accompanying Common Warrants to the Representatives; provided that, the Underwriters shall withhold $0.39078 per Pre-Funded Warrant and accompanying Common Warrant with respect to such Pre-Funded Warrants and accompanying Common Warrants as an offset against the payment owed by the Underwriters to the Company for the Common Stock and accompanying Common Warrants. In the event that any purchaser of the Pre-Funded Warrants and accompanying Common Warrants fails to make payment to the Company for all or part of the Pre-Funded Warrants and accompanying Common Warrants on the Closing Date, the Representatives shall either (i) make payment to the Company for such Pre-Funded Warrants and accompanying Common Warrants at the combined purchase price specified in Section 2(a) or (ii) elect, by written notice to the Company, to receive shares of Common Stock and accompanying Common Warrants at the combined purchase price specified in Section 2(a) in lieu of all or a portion of such Pre-Funded Warrants and accompanying Common Warrants contemplated to be sold under this Agreement.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, certificates for Underwriters the Firm Shares to be sold by them at the First Closing Date, and (ii) deliver, or cause to be delivered, to the purchasers thereof the Pre-Funded Warrants in accordance with the Underwriters’ instructions, to be sold by them, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Pre-Funded Warrants shall be delivered to the purchasers of the Pre-Funded Warrants in definitive form, registered in such names and in such denominations as the purchasers of the Pre-Funded Warrants shall request in writing not later than the First Closing Date. The Pre-Funded Warrants will be made available for inspection by the Representatives on the business day prior to the First Closing Date. The Company shall electronically deliver, to be followed up by prompt physical delivery, or cause to be electronically delivered, to be followed up by prompt physical delivery, the Pre-Funded Warrants to the purchasers thereof, in accordance with the Representatives’ instructions, on the First Closing Date. The Company shall also deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect have agreed to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies Piper so elects, delivery of the Offered Firm Shares and Optional Shares may be made by credit to the accounts designated by Jefferies Piper through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies Piper so elects, the certificates for the Offered Firm Shares and Optional Shares shall be in definitive form and registered in such names and denominations as Jefferies it shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies the Representatives may designate; provided, however, that if the Company, upon the instruction of Jefferies, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In the event that the Firm Shares and Pre-Funded Warrants (and Optional Shares, if elected by the Representatives) are not delivered to the Representatives by 2:30 p.m., New York City time, on the First Closing Date (and the Option Closing Date, if elected by Pxxxx), the Company will return (or will instruct its custodian to return) payment of the full purchase price to the Representatives’ agent, Pershing LLC, via same day funds by 4:30 p.m., New York City time. The Company shall remain liable to Pershing LLC for the full amount of the purchase price and any costs associated with recovering the purchase price until the full amount has been received by Pershing LLC.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered through the facilities of Depositary Trust Company (“DTC”) unless the Representatives shall otherwise instruct, to Jefferies the Representatives for the accounts of the several Underwriters, certificates for Underwriters the Firm Shares to be sold by them at the First Closing Date, and (ii) physically deliver, or cause to be delivered, to the purchasers thereof the Pre-Funded Warrants in accordance with the Underwriters’ instructions, to be sold by themthem at the First Closing Date, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representatives shall otherwise instruct, to Jefferies the Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect have agreed to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as Jefferies the Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies the Representatives may designate; provided, however, that if the Company, upon the instruction of Jefferiesthe Representatives, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Securities. The Company shall (i) deliverTwo days prior to the Closing Date, or cause the Representatives shall provide the Company with a list of investors to be delivered which the Underwriters allocated Offered Warrants pursuant to Jefferies for the accounts public offering contemplated by this Agreement (the “Allocation List”). The Allocation List shall specify the name, address and number of the several Underwriters, certificates for the Firm Shares Offered Warrants to be sold by them at to each such investor. In lieu of delivering the First Offered Warrants to the Representative, on the Closing Date, and (ii) deliver, or cause the Company shall deliver the Offered Warrants by mailing the respective number of Offered Warrants to be delivered, to the purchasers thereof the Pre-Funded Warrants each investor in accordance with the Underwriters’ instructions, to be sold by them, against release of Allocation List through a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered to Jefferies for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price thereforU.S. nationally recognized overnight courier service. If Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as Jefferies shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies may designate; provided, however, that if the Company, upon the instruction of Jefferiesthe Representative, registers the Pre-Funded Warrants any Offered Warrant in the name of any person or entity to whom which any Underwriter intends to sell such Pre-Funded WarrantsOffered Warrant, then such Underwriter shall have the right to thereafter thereafter, but prior to the Closing Date, request the re-registration of such Pre-Funded Warrants Offered Warrant (and the Company shall be required to re-register such Pre-Funded WarrantsOffered Warrant) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants Offered Warrant in the event that the person or entity to whom which such Underwriter originally intended to sell such Pre-Funded Warrants Offered Warrant shall fail to pay the purchase price of such PreOffered Warrant). (i) The Company shall deliver, or cause to be delivered, through the facilities of The Depository Trust Company (“DTC”) unless Xxxxxxxxx LLC shall otherwise instruct, to Xxxxxxxxx LLC for the accounts of the several Underwriters (1) book-Funded Warrants). entry positions for the Offered Preferred Shares at the Closing Date and (2) written confirmation reasonably satisfactory to the Representatives that the Offered Warrants have been deposited with a U.S. nationally recognized overnight courier service in accordance with Section 2(f)(i) hereof, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. (ii) Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, and (ii) deliver, or cause to be delivered, to the purchasers thereof the Pre-Funded Warrants in accordance with the Underwriters’ instructions, to be sold by theminstruction, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect have agreed to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies so elects, delivery of the Offered Shares Securities may be made by credit to the accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elects, the certificates for the Offered Shares and the Pre-Funded Warrants shall be in definitive form and registered in such names and denominations as Jefferies the Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies the Representatives may designate; provided. Notwithstanding the foregoing, however, that if the Company, upon Company and the instruction Representatives shall instruct purchasers of Jefferies, registers the Pre-Funded Warrants to make payment for the Pre-Funded Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the name account specified by the Company at a purchase price of any person or entity to whom any Underwriter intends to sell $20.9999 per Pre-Funded Warrant, in lieu of payment by the Underwriters for such Pre-Funded Warrants, then and the Company shall deliver such Underwriter Pre-Funded Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Pre-Funded Warrants to the Underwriters; provided that, upon receipt by the Company of payment for the Pre-Funded Warrants, the Company shall have promptly (but in no event later than the right Closing Date), pay $1.26 per such Pre-Funded Warrant to thereafter request the reUnderwriters by wire transfer in immediately available funds to the account specified by the Representatives. In the event that any purchaser of the Pre-registration Funded Warrants fails to make payment to the Company for all or part of the Pre-Funded Warrants on the Closing Date, the Representatives may elect, by written notice to the Company, to receive shares of Common Stock at the share purchase price specified in Section 2(a) in lieu of all or a portion of such Pre-Funded Warrants (and the Company shall to be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition delivered to the obligations of the UnderwritersUnderwriters under this Agreement.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered through the facilities of Depositary Trust Company (“DTC”) unless the Representatives shall otherwise instruct, to Jefferies the Representatives for the accounts of the several Underwriters, certificates for Underwriters the Firm Shares to be sold by them at the First Closing DateShares, and (ii) deliver, or cause to be delivered, to the purchasers thereof the Pre-Funded Warrants in accordance with the Underwriters’ instructions, instructions to be sold by themthem at the First Closing Date, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representatives shall otherwise instruct, to Jefferies the Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect have agreed to purchase from the Company them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies the Representatives so electselect, delivery of the Offered Shares may be made by credit to the accounts designated by Jefferies the Representatives through The Depository Trust CompanyDTC’s full fast transfer or DWAC programs. If Jefferies the Representatives so electselect, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as Jefferies the Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies the Representatives may designate; provided, however, that if the Company, upon the instruction of Jefferiesthe Representatives, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Offered Securities. The Company shall (i) deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, and (ii) deliver, or cause to be delivered, to the purchasers thereof the Pre-Funded Warrants in accordance with the Underwriters’ instructions, to be sold by them, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered to Jefferies the Representatives for the accounts of the several Underwriters, certificates for the Optional Shares the Underwriters elect have agreed to purchase from the Company at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies Xxxxx Xxxxxxx so elects, delivery of the Offered Shares may be made by credit to the accounts designated by Jefferies Xxxxx Xxxxxxx through The Depository Trust Company’s full fast transfer or DWAC programs. In the event that the Offered Shares and Pre-Funded Warrants are not delivered to the Underwriters by 2:30 p.m., New York City time, on the First Closing Date (and any applicable Option Closing Date), the Company will return (or will instruct its custodian to return) payment of the full purchase price to the Representatives’ agent, Pershing LLC, via same day funds by 4:30 p.m., New York City time. The Company shall remain liable to Pershing LLC for the full amount of the purchase price and any costs associated with recovering the purchase price until the full amount has been received by Pershing LLC. If Jefferies Xxxxx Xxxxxxx so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as Jefferies the Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as Jefferies the Representatives may designate; provided, however, that if the Company, upon the instruction of Jefferiesthe Representatives, registers the Pre-Funded Warrants in the name of any person or entity to whom any Underwriter intends to sell such Pre-Funded Warrants, then such Underwriter (with the consent of the Company) shall have the right to thereafter request the re-registration of such Pre-Funded Warrants (and the Company shall be required to re-register such Pre-Funded Warrants) in the name of any other person or entity (it being understood that such re-registration is intended to permit an Underwriter to resell such Pre-Funded Warrants in the event that the person or entity to whom such Underwriter originally intended to sell such Pre-Funded Warrants shall fail to pay the purchase price of such Pre-Funded Warrants). Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.