Common use of Delivery of the Securities at the Closing Clause in Contracts

Delivery of the Securities at the Closing. The completion of the purchase and sale of the Securities by the Purchaser (the “Closing”) shall occur at the offices of Mxxxxxxx & Fxxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, on a date within three business days following the execution and mutual delivery of this Agreement, or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”). At the Closing, the Company shall deliver to the Purchaser (i) one or more stock certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser, representing the number of Shares referenced in Section 1 and (ii) one or more warrant certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser, representing the number of Warrants referenced in Section 1, each bearing an appropriate legend referring to the fact that such Securities were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in which the certificates are to be registered are set forth in the Securities Certificate Questionnaire attached hereto as Appendix I. At the Closing, (a) the Purchaser shall deliver to the Company same-day funds in the full amount of the aggregate purchase price for the Securities being purchased by the Purchaser hereunder, and (b) the Company shall also deliver to the Purchaser (i) a legal opinion in a form reasonably satisfactory to counsel to the Purchaser and (ii) a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date.

Delivery of the Securities at the Closing. The completion of the purchase and sale of the Securities by Shares and the Purchaser Warrants (the “Closing”) shall occur is occurring concurrently with the execution hereof at the offices of Mxxxxxxx Xxxxxxxx & Fxxxxxxx Xxxxxxxx LLP, 1000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, on a date within three business days following the execution and mutual delivery of this Agreement, or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”). At Concurrently with the Closingexecution hereof, the Company shall deliver is delivering to the Purchaser (ia) one or more stock certificates representing the number of Shares set forth in SECTION 2, (b) one or more Warrant Certificates representing the number of Warrants set forth in SECTION 2 above, each registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser, representing the number of Shares referenced in Section 1 and (ii) one or more warrant certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser, representing the number of Warrants referenced in Section 1, each bearing an appropriate legend referring to the fact that such the Securities were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) ), provided by Section 4(2) thereof and Rule 506 promulgated thereunder, (c) a true and complete copy of the Company Disclosure Schedules, (d) evidence reasonably satisfactory to the Purchaser that the Company has received or will receive on the Closing Date at least $9,000,000 and not more than $24,000,000 in gross proceeds from the sale of Units pursuant to this Agreement and the Other Agreements, (e) a certificate, dated as of the Closing Date, of the Secretary of the Company, and attested by another executive officer of the Company, certifying as to (i) the Certificate of Incorporation and Bylaws of the Company, (ii) the resolutions adopted by the Company’s Board of Directors approving this Agreement and the other Transaction Documents and (iii) the signatures and authority of persons signing the Transaction Documents on behalf of the Company and (f) an opinion of Xxxxxx & Xxxxxx L.L.P., counsel to the Company, in the form of Exhibit C hereto. In accordance with Section 4.38 hereof, the Company will promptly substitute one or more replacement certificates without the legend upon (i) delivery by the Purchaser of the Purchaser’s Certificate of Subsequent Sale attached hereto as Appendix III and the legended certificate(s) at such time as the registration statement to be filed by the Company pursuant to SECTION 7.1 hereof (the “Registration Statement”) is declared effective or (ii) Rule 144(k) under the Securities Act becoming available with respect to the Shares and submission of legended certificate(s) to the Company’s transfer agent together with a representation letter in customary form. The name(s) in which the stock certificates and Warrant Certificates are to be registered are set forth in the Securities Certificate Questionnaire attached hereto as Appendix I. At the Closing, (a) the Purchaser shall deliver to the Company same-day funds in the full amount of the aggregate purchase price for the Securities being purchased by the Purchaser hereunder, and (b) the Company shall also deliver to the Purchaser (i) a legal opinion in a form reasonably satisfactory to counsel to the Purchaser and (ii) a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date.I.

Delivery of the Securities at the Closing. The completion of the purchase and sale of the Securities by the Purchaser (the “Closing”) shall occur at the offices of Mxxxxxxx Xxxxxxxx & Fxxxxxxx Xxxxxxxx LLP, 1000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, on a date within three business days following the execution and mutual delivery of this Agreementthe Agreements, or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”). At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the purchase price for the Securities being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser (i) one or more stock certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser, representing the number of Shares referenced in Section 1 and (ii) one or more warrant certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, or in such nominee name(s) as designated by the PurchaserPurchaser in writing, representing the number of Warrants referenced in Section 1, each Securities set forth on the signature page hereto and bearing an appropriate legend referring to the fact that such the Securities were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) ), provided by Section 4(2) thereof and Rule 506 thereunder. The Company will, at its expense, promptly substitute one or more replacement certificates without the legend upon the earlier of the date each Registration Statement becomes effective or one year from the Closing Date. The name(s) in which the certificates are to be registered are set forth in the Securities Certificate Questionnaire attached hereto as part of Appendix I. At The Company’s obligation to complete the Closingpurchase and sale of the Securities and deliver such stock certificate(s) and warrant certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) the Purchaser shall deliver to receipt by the Company of same-day funds in the full amount of the aggregate purchase price for the Securities being purchased hereunder; (b) completion of the purchases and sales under the Agreements with the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchaser hereunder, Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser’s obligation to accept delivery of such stock certificate(s) and warrant certificate(s) and to pay for the Securities evidenced thereby shall be subject to the following conditions: (a) each of the representations and warranties of the Company made herein shall be accurate as of the Closing Date; (b) the Company shall also deliver delivery to the Purchaser (i) by counsel to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Placement Agent; (c) receipt by the Purchaser and (ii) of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date of this Agreement and as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (d) receipt by the Purchaser of a copy of a good standing certificate for the Company and each of its Subsidiaries, (e) receipt by the Purchaser of a letter from the Company’s transfer agent certifying as to the number of outstanding shares; (f) the listing, and the filing of any documents required to effectuate such listing, of the Shares and Warrant Shares on the NASDAQ Global Market, and (g) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing. The Purchaser’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Securities that they have agreed to purchase from the Company.

Delivery of the Securities at the Closing. The completion of the purchase and sale of the Securities by the Purchaser (the “Closing”) shall occur at the offices of Mxxxxxxx Xxxxxxxx & Fxxxxxxx Xxxxxxxx LLP, 1000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, on a date within three business days following the execution and mutual delivery of this Agreementthe Agreements, or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”). At the Closing, the Company shall deliver to the Purchaser (i) one or more stock certificates representing the number of Shares set forth in Section 2 and one or more warrant certificates representing the number of shares of Common Stock issuable upon exercise of the Warrants set forth in Section 2 above, each registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser, representing the number of Shares referenced in Section 1 and (ii) one or more warrant certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser, representing the number of Warrants referenced in Section 1, each bearing an appropriate legend referring to the fact that such the Securities were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in which the stock certificates and Warrant Certificates are to be registered are set forth in the Securities Certificate Questionnaire attached hereto as Appendix I. At The Company’s obligation to complete the Closingpurchase and sale of the Securities and deliver such stock certificate(s) and Warrant Certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) the Purchaser shall deliver to receipt by the Company of same-day funds in the full amount of the aggregate purchase price for the Securities being purchased hereunder; (b) completion of the purchases and sales under the Agreements with the Purchasers; and (c) the accuracy in all material respects of the representations and warranties made by the Purchaser hereunderPurchasers (as if such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser’s obligation to accept delivery of such stock certificate(s) and Warrant Certificate(s) and to pay for the Securities evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) each of the representations and warranties of the Company made herein shall be accurate in all material respects (except where the representations and warranties already are qualified by materiality) as of the Closing Date; (b) the Company shall also deliver delivery to the Purchaser (i) by counsel to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Purchaser Placement Agent; and (iic) a certificate executed by the chief executive officer and the chief financial or accounting officer fulfillment in all material respects of the Company, dated as of the Closing Date, to the effect that the representations and warranties those undertakings of the Company set forth herein are true and correct as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or fulfilled prior to such Closing DateClosing. The Purchaser’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the securities that they have agreed to purchase from the Company.