Common use of Delivery of the Securities Clause in Contracts

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One The amount of proceeds to be delivered to the Company on the Closing against receipt of the Securities sold will be equal to the aggregate sales price received by the Underwriters, after deduction for (i) Underwriter’s commission, discount or more closings other compensation for such sales payable by the Company pursuant to Sections 1(b) and 5(h) hereof, and (ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. The closing of the transactions contemplated hereby (each, a the “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLPLeClairRyan, A Professional Corporation, counsel to the Underwriters, at 0000 Xxxx 000 Xxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxx, Xxxxxxxxxx Xxx Xxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor Purchaser hereunder, in definitive registered form, and in such authorized denominations and registered in such names as the Underwriters (on behalf of the Investors) Representative may request upon at least forty-eight hours’ prior notice to the Trust shall be delivered by or on behalf of the Company, Trust to the Investors Representative, through the facilities of The the Depository Trust Company (“DTC”) or a custodian designated by DTC ), for the account of each Investorsuch Purchaser, against payment by or on behalf of each Investor such Purchaser of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company Trust to each Underwriter the Representative at least forty-eight hours in advance. The Company Trust will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodiancustodian (the “Designated Office”). The time and date of such delivery and payment shall be 10:00 be, with respect to the Firm Securities, 9:30 a.m., New York City time, on such date as may be agreed to as the Closing December 15, 2017, or such other time and date as the Underwriters Representative and the Company Trust may agree upon in writing, and, with respect to the Optional Securities, 9:30 a.m., New York City time, on the date specified by the Representative in the written notice given by the Representative of the Purchasers’ election to purchase such Optional Securities, or such other time and date as the Representative and the Trust may agree upon in writing. One or more closings Such time and date for delivery of the transactions contemplated hereby (eachFirm Securities is herein called the “First Time of Delivery”, such time and date for delivery of the Optional Securities, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “ClosingTime of Delivery”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing each Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 8 hereof, including the cross receipt for the Securities hereof, will be delivered at the offices K&L Gates of Xxxxxx & Xxxxxxx LLP, counsel to the Underwriters, at 0000 Xxxx 000 Xxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree Xxx Xxxx 00000 (the “Closing Location”), and the Securities will be delivered delivered, at the office such Time of DTC or its designated custodian, all at the ClosingDelivery. A meeting will be held at the Closing Location at 3:00 p.m.10:00 a.m., New York City time, on the New York Business Day next preceding the Closingsuch Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities Company shall deliver, or cause to be purchased by each Investor hereunderdelivered to the Representative, book-entry entitlements for the Firm Shares and Firm Warrants and certificates of the Pre-Funded Warrants in definitive form, such denominations and registered in such names as the Underwriters (on behalf Underwriter or its designees request, at the Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the Investors) may request purchase price therefor. Notwithstanding the foregoing, the Company shall deliver such Firm Warrants in certificated form in such denominations and registered in such names as the Underwriter or its designees request. Delivery of the Firm Shares shall be delivered by or on behalf of the Company, to the Investors made through the facilities of The Depository the Depositary Trust Company (the “DTC”) or to a custodian participant designated by DTC the Underwriter. In the event that a purchaser delivers a Notice of Exercise (as defined in the Pre-Funded Warrants) on or prior to 12:00 P.M., New York time on the Closing Date, to exercise any Pre-Funded Warrants between the date hereof and the Closing Date, the Company shall deliver Warrant Shares with respect to such Pre-Funded Warrants to such purchaser on the Closing Date in connection with such Notice of Exercise. The Company shall also deliver, or cause to be delivered, to the Representative book-entry entitlements for the account of each InvestorOption Shares and Option Warrants in such denominations and registered in such names as the Underwriter or its designees request, at the Option Closing Date, against payment by or on behalf the irrevocable release of each Investor a wire transfer of immediately available funds for the amount of the purchase price therefor therefor. Notwithstanding the foregoing, the Company shall deliver such Option Warrants in certificated form in such denominations and registered in such names as the Underwriter or its designees request. Delivery of the Option Shares shall be made through the facilities of the DTC to a participant designated by wire transfer the Underwriter. If the Representative so elects, delivery of Federal (same-day) funds the Shares will be made by credit to the account specified accounts designated by the Company to each Underwriter Representative through DTC’s full fast transfer or DWAC programs. Time shall be of the essence, and delivery at least forty-eight hours the time and place specified in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior this Agreement is a further condition to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings obligations of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering periodUnderwriters. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities Company shall deliver, or cause to be purchased by each Investor hereunderdelivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, book-entry entitlements for the Firm Shares at the Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company will deliver the certificates for the Pre-Funded Warrants, against payment of the purchase price therefor, in definitive form, in such denominations and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by Underwriter or on behalf of the Companyits designees request, to the Investors purchasers thereof on the Closing Date. In the event that a purchaser delivers a Notice of Exercise (as defined in the Pre-Funded Warrants) on or prior to 12:00 P.M., New York time on the Closing Date, to exercise any Pre-Funded Warrants between the date hereof and the Closing Date, the Company shall deliver Warrant Shares with respect to such Pre-Funded Warrants to such purchaser on the Closing Date in connection with such Notice of Exercise. The Firm Shares and/or Pre-Funded Warrants will be issued separately and may be transferred separately immediately upon issuance. The Company shall also deliver, or cause to be delivered through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC unless the Representative shall otherwise instruct, to the Representative for the account accounts of each Investorthe several Underwriters, book-entry entitlements for the Option Shares and/or Option Warrants the Underwriters have agreed to purchase at the Closing Date or the applicable Option Closing Date, as the case may be, against payment by or on behalf the irrevocable release of each Investor a wire transfer of immediately available funds for the amount of the purchase price therefor therefor. The Option Shares and/or Option Warrants will be issued separately and may be transferred separately immediately upon issuance. If the Representative so elects, delivery of the Shares will be made by wire transfer of Federal (same-day) funds credit to the account specified accounts designated by the Company to each Underwriter Representative through DTC’s full fast transfer or DWAC programs. Time shall be of the essence, and delivery at least forty-eight hours the time and place specified in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior this Agreement is a further condition to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings obligations of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering periodUnderwriters. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. The Company shall deliver or cause to be delivered to the Representative for the accounts of the several 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 to the Representative for the accounts of the several Underwriters the Optional Shares the Underwriters have agreed to purchase 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. Delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or Deposit/Withdrawal At Custodian (a“DWAC”) programs. The Securities to shall be purchased by each Investor hereunder, in definitive form, and registered in such names and denominations as the Underwriters 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 behalf 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 the Representative may designate. Time shall be of the Investors) may request shall be delivered by or on behalf essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the CompanyUnderwriters. Notwithstanding the foregoing, the Company and the Representative shall instruct purchasers of the Pre-Funded Warrants to make payment for the Pre-Funded Warrants on the First Closing Date to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) in immediately available funds to the account specified by the Company to each Underwriter at least fortya purchase price of $2.2499 per Pre-eight hours Funded Warrant, in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office lieu of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as by the Underwriters for such Pre-Funded Warrants, and the Company may agree upon shall deliver such Pre-Funded Warrants to such purchasers on the First Closing Date in writing. One or more closings definitive form against such payment, in lieu of the transactions contemplated hereby 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 Public Offering Price per Pre-Funded Warrant set forth on Schedule E hereto, shall be deducted and withheld from the amount otherwise payable by the Representative to the Company for the Pre-Funded Warrants as set forth above in Section 2(a). 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 (each, a the “ClosingFailed Warrants”) on the First Closing Date, the Representatives may be undertaken during the Offering period. (b) The documents elect, by written notice to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (payment of the “Closing Location”), and Share Purchase Price by wire transfer in immediately available funds to the Securities will be delivered account specified by the Company at the office location and time designated in this Section 2 for the First Closing Date, to receive a number of DTC or its designated custodian, all Shares equivalent to the number of Failed Warrants at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts Share Purchase Price in lieu of the documents Failed Warrants that were otherwise to be have been delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of purchasers thereof under this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closeAgreement.

Delivery of the Securities. (a) The Securities Company shall deliver, or cause to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Companydelivered, to the Investors through the facilities of The Depository Trust Company Representatives certificates (“DTC”or book-entry credits) or a custodian designated by DTC for the account of each InvestorInitial Securities, against payment by or on behalf the irrevocable release of each Investor a wire transfer of immediately available funds for the amount of the purchase price therefor by wire transfer therefor, at the offices of Federal Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (same-day) funds or such other place as may be agreed to the account specified by the Company to each Underwriter and the Representatives) at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 9:00 a.m., New York City time, on October 12, 2018, or such other time and date as the Representatives and the Company shall mutually agree (the time and date of such closing are called the “Closing Date”). The certificates (or book-entry credits) for the Initial Securities shall be in such amounts and registered in such names as the Representatives shall have requested at least two full business days prior to the Closing Date and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Representatives may designate. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, the Company shall deliver, or cause to be delivered, to the Representatives certificates (or book-entry credits) for the Option Securities, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor, at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (or such other place as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered Representatives) at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m.9:00 a.m., New York City time, on each Date of Delivery. The certificates (or book-entry credits) for the New York Business Day next Option Securities shall be in such amounts and registered in such names as the Representatives shall have requested at least two full business days prior to the Date of Delivery and shall be made available for inspection on the business day preceding the Closing, Date of Delivery at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions location in New York are generally authorized or obligated by law or executive order City, as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to closethe obligations of the Underwriters.

Delivery of the Securities. (a) The Payment for the Securities to shall be purchased made by each Investor hereunder, in definitive form, and registered in such names as the several Underwriters (on behalf either individually or through one of the InvestorsUnderwriters) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (payable in same-day) day funds to the account or accounts specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing Issuer, and Euroclear and Clearstream shall credit the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing Commissionaire Account (as defined below) of the Settlement Bank (as defined below). The certificates for the Notes (the “Global Notes”) shall be in such denominations and registered with respect thereto the Common Depository, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Representatives may designate. Time shall be of the essence, and delivery at the office time and place specified in this Agreement is a further condition to the obligations of DTC or its designated custodianthe Underwriters. The delivery and payment shall be 10:00 a.m.MLI, New York City time, on such date as may be agreed to as the Closing or such other time as of the Underwriters and as the Company may agree upon in writing. One or more closings direct to settle the Notes (the “Settlement Bank”) acknowledges that the Securities represented by the Global Notes will initially be credited to an account (the “Commissionaire Account”) for the benefit of the transactions contemplated hereby Settlement Bank, the terms of which will include a third-party beneficiary clause (each, a “Closingstipulation pour autrui”) may be undertaken during with the Offering period. (b) The documents Company as the third-party beneficiary, and provide that such Notes are to be delivered at to others only against payment of the Closing by or net Purchase Amount (i.e., less the commissions and expenses to be deducted from the Purchase Amount) into the Commissionaire Account on a delivery against payment basis. The Settlement Bank acknowledges that (i) the Global Notes shall be held to the order of the Company as set out above and (ii) the net Purchase Amount received in the Commissionaire Account (i.e., less the commissions and expenses deducted from the Purchase Amount) will be held on behalf of the parties hereto Company until such time as they are transferred to the Company’s order. The Settlement Bank undertakes that the net Purchase Amount (i.e., less the commissions and expenses deducted from the Purchase Amount) will be transferred to the Company’s order promptly following receipt of the Purchase Amount in the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (“stipulation pour autrui”) pursuant to Section 7 hereofthe Belgian Civil Code, will be delivered at in the offices K&L Gates LLP, counsel to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”)case of Euroclear, and the Securities will be delivered at Luxembourg Civil Code, in the office case of DTC or its designated custodianClearstream, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts in each case in respect of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closeCommissionaire Account.

Delivery of the Securities. (a) The Securities Company shall deliver, or cause to be purchased by each Investor hereunderdelivered, to the Representative for the accounts of the several Underwriters, book entry entitlements for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company will deliver the certificates for the Common Warrants and Pre-Funded Warrants, against payment of the purchase price therefor, in definitive form, in such denominations and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the CompanyRepresentative instructs, to the Investors through purchasers thereof on the facilities First Closing Date. In the event that a purchaser delivers a Notice of Exercise (as defined in the Warrants) on or prior to 12:00 p.m. ​ New York time on the First Closing Date, to exercise any Warrants between the date hereof and the First Closing Date, the Company shall deliver, or cause to be delivered, book entry entitlements for Warrant Shares with respect to such Warrants to such purchaser on the First Closing Date in connection with such Notice of Exercise. The Depository Trust Company (“DTC”) shall also deliver, or a custodian designated by DTC cause to be delivered to the Representative for the account accounts of each Investorthe several Underwriters, book-entry entitlements for the Optional Shares and/or certificates for the Optional Warrants the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against payment by or on behalf the release of each Investor a wire transfer of immediately available funds for the amount of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advancetherefor. The Company will cause deliver the certificates representing for the Securities to be made available for checking Optional Warrants in definitive form, in such denominations and packaging at least twenty-four hours prior registered in such names as the Representative instructs, to the purchasers thereof on the applicable Option Closing (as defined below) with respect thereto at Date. Unless the office of DTC or its designated custodian. The Representative otherwise elects, delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings of the transactions contemplated hereby (eachFirm Shares and Optional Shares on the First Closing Date and each Option Closing Date, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereofas applicable, will be delivered made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. Time shall be of the essence, and delivery at the offices K&L Gates LLP, counsel time and place specified in this Agreement is a further condition to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts obligations of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closeUnderwriters.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. The amount of proceeds to be delivered to the Company on the Closing against receipt of the Securities sold will be equal to the aggregate sales price received by the Underwriters, after deduction for (i) Underwriter’s commission, discount or other compensation for such sales payable by the Company pursuant to Sections 1(b) and 5(h) hereof, and (ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates SNR Dxxxxx LLP, counsel to the Underwriters, at 0000 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Delivery of the Securities to be purchased by delivered at each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf Time of the Investors) may request Delivery shall be delivered by or on behalf of the Company, to the Investors made through the facilities of The the Depository Trust Company (“DTC”) or a custodian designated by DTC for unless the account Representative shall otherwise instruct, at such Time of each Investor, against payment by or on behalf of each Investor Delivery. Time shall be of the purchase price therefor by wire transfer of Federal (same-day) funds essence, and delivery at the time and place specified in this Agreement is a further condition to the account specified by obligations of the Underwriters. Notwithstanding the foregoing, at such Time of Delivery, the Company will deliver the Additional Securities to the Underwriters in one or more tranches, at the direction of and only upon oral notice from the Representative with respect to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings of the transactions contemplated hereby tranche (each, a “ClosingResale Notice”) may be undertaken during ). Each Resale Notice shall specify the Offering period. (b) The documents to number of Additional Securities be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel to the Underwriters. The Resale Notices shall be delivered upon the Underwriters reselling Securities such that that, at 0000 Xxxx Xxxxxximmediately following such resale, Xxxxx 000the total number of shares of Common Stock then beneficially owned (within the meaning of applicable state insurance laws) by the Underwriters is less than 4.9% of the total number of then outstanding shares of Common Stock of the Company. Except as set forth in the following sentence, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as in no event shall the Company and deliver shares in a single tranche in excess of the number of Additional Securities specified in the Resale Notice for such tranche. Notwithstanding the foregoing, (i) if any Additional Securities have not been issued to the Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, by 4:00 p.m. Eastern on the New York Business Day next preceding First Time of Delivery, then the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing Company shall be deemed permitted to have occurred simultaneously. For deliver all such remaining shares in a single tranche immediately thereafter and (ii) the purposes provisions of this Section 42(d) shall in no way otherwise affect the Underwriters’ obligations to purchase the Securities pursuant to, “New York Business Day” shall mean each Mondayand subject to the terms of, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closethis Agreement.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, Underwriter hereunder will be represented by one or more definitive global certificates in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall book-entry form which will be delivered deposited by or on behalf of the Company, to the Investors through the facilities of Company with The Depository Trust Company (“DTC”) or a custodian its designated by DTC custodian. The Company will deliver the Securities to Deutsche Bank Securities Inc., for the account of each InvestorUnderwriter, against payment by or on behalf of each Investor such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter Deutsche Bank Securities Inc. at least forty-eight hours in advance, by causing DTC to credit the Securities to the account of Deutsche Bank Securities Inc. at DTC. The Company will cause the certificates a certificate representing the Securities to be made available to Deutsche Bank Securities Inc. for checking and packaging at least twenty-four hours prior to the Closing any Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodiancustodian (the “Designated Office”). The time and date of such delivery and payment shall be 10:00 9:30 a.m., New York City time, on such date as may be agreed to as the Closing May 21, 2013 or such other time and date as the Underwriters Representatives and the Company may agree upon in writing. One or more closings Such time and date are herein called the “Time of the transactions contemplated hereby (each, a “ClosingDelivery.”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(i) hereof, will be delivered at the offices K&L Gates of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the UnderwritersXxx Xxxxxxx Xxxxx, at 0000 Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree 00000 (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodianDesignated Office, all at the ClosingTime of Delivery. A meeting will be held at the Closing Location at 3:00 1:00 p.m., New York City time, on the New York Business Day next preceding the ClosingTime of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, Underwriter hereunder will be represented by one or more definitive global securities in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall book-entry form which will be delivered deposited by or on behalf of the Company, to the Investors through the facilities of Company with The Depository Trust Company (“DTC”) or a custodian its designated by DTC custodian. The Company will deliver the Securities to Deutsche Bank Securities Inc., for the account of each InvestorUnderwriter, against payment by or on behalf of each Investor such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter Deutsche Bank Securities Inc. at least forty-eight hours in advance, by causing DTC to credit the Securities to the account of Deutsche Bank Securities Inc. at DTC. The Company will cause the certificates global security or securities, as applicable, representing the Securities to be made available to Deutsche Bank Securities Inc. for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto Time of Delivery at the office of DTC or its designated custodiancustodian (the “Designated Office”). The time and date of such delivery and payment shall be 10:00 9:30 a.m., New York City time, on such date as may be agreed to as the Closing September 17, 2013 or such other time and date as the Underwriters Representatives and the Company may agree upon in writing. One or more closings Such time and date are herein called the “Time of the transactions contemplated hereby (each, a “ClosingDelivery.”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(j) hereof, will be delivered at the offices K&L Gates of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the UnderwritersXxx Xxxxxxx Xxxxx, at 0000 Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree 00000 (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodianDesignated Office, all at the ClosingTime of Delivery. A meeting will be held at the Closing Location at 3:00 1:00 p.m., New York City time, on the New York Business Day next preceding the ClosingTime of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. The amount of proceeds to be delivered to the Company on the Closing against receipt of the Securities sold will be equal to the aggregate sales price received by the Underwriters, after deduction for (i) Underwriter’s commission, discount or other compensation for such sales payable by the Company pursuant to Sections 1(b) and 5(h) hereof, and (ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates Dentons US LLP, counsel to the Underwriters, at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m.10:00 a.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. The amount of proceeds to be delivered to the Company on the Closing against receipt of the Securities sold will be equal to the aggregate sales price received by the Underwriters, after deduction for (i) Underwriter’s commission, discount or other compensation for such sales payable by the Company pursuant to Sections 1(b) and 5(h) hereof, and (ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates Dentons US LLP, counsel to the Underwriters, at 0000 1200 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities Company shall deliver, or cause to be purchased by each Investor hereunderdelivered, in definitive form, and registered in to Xxxxxxx Xxxxx for the accounts of the several Initial Purchasers certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor; provided that payment of such names as purchase price (which payment shall include the Underwriters (Deferred Discount) shall be made on behalf of the Investors) may request shall be delivered by or on behalf of the Company, Company to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor Escrow Agent by wire transfer in Federal or other funds immediately available in New York City to a bank account designated by the Escrow Agent against delivery of Federal (same-day) funds to the account specified Notes by the Company to each Underwriter at least forty-eight hours in advanceXxxxxxx Xxxxx for the accounts of the several Initial Purchasers. The Company will cause certificates for the certificates representing Notes shall be in such denominations and registered in the Securities name of Cede & Co., as nominee of the Depositary, pursuant to the DTC Agreement, and shall be made available for checking and packaging inspection on the business day preceding the Closing Date at least twenty-four hours the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (or such other place in New York City as Xxxxxxx Xxxxx may designate). If the Escrow Release Conditions are satisfied, on the Escrow Release Date, a deferred discount in the amount of $7,500,000 (the “Deferred Discount”) shall be released to Xxxxxxx Xxxxx, as Representative of the Initial Purchasers. If the Escrow Release Conditions have not been satisfied on or prior to the Closing Outside Date, the Escrowed Property (as defined belowincluding the Deferred Discount) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed used to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and redeem the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by terms of the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closeEscrow Agreement.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, Underwriter hereunder will be represented by one or more definitive global securities in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall book-entry form which will be delivered deposited by or on behalf of the Company, to the Investors through the facilities of Company with The Depository Trust Company (“DTC”) or a custodian its designated by DTC custodian. The Company will deliver the Securities to Deutsche Bank Securities Inc., for the account of each InvestorUnderwriter, against payment by or on behalf of each Investor such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter Deutsche Bank Securities Inc. at least forty-forty- eight hours in advance, by causing DTC to credit the Securities to the account of Deutsche Bank Securities Inc. at DTC. The Company will cause the certificates global security or securities, as applicable, representing the Securities to be made available to Deutsche Bank Securities Inc. for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto Time of Delivery at the office of DTC or its designated custodiancustodian (the “Designated Office”). The time and date of such delivery and payment shall be 10:00 9:30 a.m., New York City time, on such date as may be agreed to as the Closing June 13, 2013 or such other time and date as the Underwriters Representatives and the Company may agree upon in writing. One or more closings Such time and date are herein called the “Time of the transactions contemplated hereby (each, a “ClosingDelivery.”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(j) hereof, will be delivered at the offices K&L Gates of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the UnderwritersXxx Xxxxxxx Xxxxx, at 0000 Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree 00000 (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodianDesignated Office, all at the ClosingTime of Delivery. A meeting will be held at the Closing Location at 3:00 1:00 p.m., New York City time, on the New York Business Day next preceding the ClosingTime of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor completion of the purchase price therefor and sale of the Initial Securities (the “Closing”) shall occur on a date specified by the Company (the “Closing Date”) and of which the Investors will be notified in advance by the Company. At the Closing, the Company shall deliver to the Investor (i) a copy of instructions to Xxxxx Fargo, N.A., the Company’s transfer agent, certified by the corporate secretary of the Company and instructing the issuance to Investor in book entry form of the number of Shares set forth in paragraph 3 of the Securities Purchase Agreement (or, upon request by Investor, a stock certificate for such number of Shares), such entry (or certificate, as the case may be) to be registered in the name of the Investor or, if so indicated on the Securities Certificate Questionnaire, in the name of a nominee designated by the Investor, and (ii) an Up Front Warrant, issued in the name of such Investor or, if so indicated on the Securities Certificate Questionnaire, in the name of a nominee designated by the Investor, pursuant to which such Investor shall have the right to acquire such number of Up Front Warrant Shares set forth in paragraph 3 of the Securities Purchase Agreement. In exchange for the delivery of the certificates representing such Initial Securities, the Investor shall deliver the Purchase Price to the Company by wire transfer of Federal (same-day) immediately available funds pursuant to the account specified Company’s written instructions. On the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit D (the “Legal Opinion”). The Company’s obligation to issue and sell the Initial Securities to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company to each Underwriter at least forty-eight hours of an executed copy of this Agreement; (b) completion of purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investor in advance. The Company will cause this Agreement and the certificates representing fulfillment of the Securities obligations of the Investor to be made available for checking and packaging at least twenty-four hours fulfilled by it under this Agreement on or prior to the Closing Closing; and (as defined belowd) with respect thereto at the office absence of DTC any order, writ, injunction, judgment or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as decree that questions the Closing validity of the Agreements or such other time as the Underwriters and right of the Company may agree upon in writing. One to enter into such Agreements or more closings of to consummate the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering periodand thereby. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates Depositary Receipts representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment for the Securities shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as in writing by the Underwriters and the Company may agree upon in writing. One or more closings of (the transactions contemplated hereby (each, a “Closing”). The amount of proceeds to be delivered to the Company on the Closing against receipt of the Securities sold will be equal to the aggregate sales price received by the Underwriters, after deduction for (i) may be undertaken during Underwriter’s commission, discount or other compensation for such sales payable by the Offering periodCompany pursuant to Sections 1(b) and 5(h) hereof, and (ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLPLeClairRyan, A Professional Corporation, counsel to the Underwriters, at 0000 Xxxx 000 Xxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxx, Xxxxxxxxxx Xxx Xxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities Company shall deliver, or cause to be purchased by each Investor hereunderdelivered to the Representatives for the accounts of the several Underwriters book-entry entitlements for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company will deliver the certificates for the Common Warrants, against payment of the purchase price therefor, in definitive form, in such denominations and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the CompanyRepresentative instructs, to the Investors purchasers thereof on the First Closing Date. In the event that a purchaser delivers a Notice of Exercise (as defined in the Common Warrants) on or prior to 12:00 p.m. New York time on the First Closing Date, to exercise any Common Warrants between the date hereof and the First Closing Date, the Company shall deliver Warrant Shares with respect to such Warrants to such purchaser on the First Closing Date in connection with such Notice of Exercise. The Company shall also deliver, or cause to be delivered through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC unless the Representatives shall otherwise instruct, to the Representatives for the account accounts of each Investorthe several Underwriters, book-entry entitlements for the Optional Securities the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against payment by or on behalf the release of each Investor a wire transfer of immediately available funds for the amount of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advancetherefor. The Company will cause deliver the certificates representing for the Securities to be made available for checking Optional Warrants in definitive form, in such denominations and packaging at least twenty-four hours prior registered in such names as the Representative instructs, to the purchasers thereof on the applicable Option Closing (as defined below) with respect thereto at Date. If the office of DTC or its designated custodian. The Representatives so elect, delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings of the transactions contemplated hereby (eachFirm Shares and/or Optional Shares on the First Closing Date and each Option Closing Date, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereofas applicable, will be delivered made by credit to the accounts designated by the Representatives through The Depository Trust Company’s full fast transfer or DWAC programs. Time shall be of the essence, and delivery at the offices K&L Gates LLP, counsel time and place specified in this Agreement is a further condition to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts obligations of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closeUnderwriters.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. The amount of proceeds to be delivered to the Company on the Closing against receipt of the Securities sold will be equal to the aggregate sales price received by the Underwriters, after deduction for (i) Underwriter’s commission, discount or other compensation for such sales payable by the Company pursuant to Sections 1(b) and 5(h) hereof, and (ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates SNR Xxxxxx US LLP, counsel to the Underwriters, at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities Company shall deliver, or cause to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC unless the Representative shall otherwise instruct, to the Representative, book-entry entitlements for the account of each InvestorFirm Shares and certificates for the Ordinary Warrants at the Closing Date, against payment by or on behalf of each Investor Delivery Versus Payment settlement for the amount of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advancetherefor. The Company will cause deliver the certificates representing for the Securities to be made available Pre-Funded Warrants and certificates for checking the Ordinary Warrants, against payment by Delivery Versus Payment settlement for the amount of the purchase price therefor, in definitive form, in such denominations and packaging at least twenty-four hours prior registered in such names as the Underwriter or its designees request, to the purchasers thereof on the Closing Date. In the event that a purchaser delivers a Notice of Exercise (as defined belowin the Pre-Funded Warrants) with respect thereto at the office of DTC on or its designated custodian. The delivery and payment shall be 10:00 a.m.prior to 12:00 P.M., New York City timetime on the Closing Date, to exercise any Pre-Funded Warrants between the date hereof and the Closing Date, the Company shall deliver Warrant Shares with respect to such Pre-Funded Warrants to such purchaser on the Closing Date in connection with such date as Notice of Exercise. The Firm Shares and/or Pre-Funded Warrants and the Ordinary Warrants will be issued separately and may be agreed to as the Closing transferred separately immediately upon issuance. The Company shall also deliver, or such other time as the Underwriters and the Company may agree upon in writing. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, book-entry entitlements for the Option Shares and certificates for the Option Warrants the Underwriters have agreed to purchase at the Closing Date or the applicable Option Closing Date, as the case may be, against the payment by or on behalf Delivery Versus Payment settlement for the amount of the parties hereto pursuant to Section 7 hereof, purchase price therefor. The Option Shares and/or Option Warrants will be delivered issued separately and may be transferred separately immediately upon issuance. If the Representative so elects, delivery of the Shares will be made by credit to the accounts designated by the Representative through DTC’s full fast transfer or DWAC programs. Time shall be of the essence, and delivery at the offices K&L Gates LLP, counsel time and place specified in this Agreement is a further condition to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts obligations of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closeUnderwriters.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, Underwriter hereunder will be represented by one or more definitive global certificates in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall book-entry form which will be delivered deposited by or on behalf of the Company, to the Investors through the facilities of Company with The Depository Trust Company (“DTC”) or a custodian its designated by DTC custodian. The Company will deliver the Securities to Deutsche Bank Securities Inc., for the account of each InvestorUnderwriter, against payment by or on behalf of each Investor such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter Deutsche Bank Securities Inc. at least forty-eight hours in advance, by causing DTC to credit the Securities to the account of Deutsche Bank Securities Inc. at DTC. The Company will cause the certificates a certificate representing the Securities to be made available to Deutsche Bank Securities Inc. for checking and packaging at least twenty-four hours prior to the Closing any Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodiancustodian (the “Designated Office”). The time and date of such delivery and payment shall be 10:00 9:30 a.m., New York City time, on such date as may be agreed to as the Closing August 13, 2013 or such other time and date as the Underwriters Representatives and the Company may agree upon in writing. One or more closings Such time and date are herein called the “Time of the transactions contemplated hereby (each, a “ClosingDelivery.”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(i) hereof, will be delivered at the offices K&L Gates of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the UnderwritersXxx Xxxxxxx Xxxxx, at 0000 Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree 00000 (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodianDesignated Office, all at the ClosingTime of Delivery. A meeting will be held at the Closing Location at 3:00 1:00 p.m., New York City time, on the New York Business Day next preceding the ClosingTime of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor Underwriter hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) Underwriter may request upon at least forty-eight hours' prior notice to the Company shall be delivered by or on behalf of the Company, to the Investors Underwriter through the facilities of The Depository Trust Company (“"DTC”") or a custodian designated by DTC for the account of each Investorthe Underwriter, against payment by or on behalf of each Investor the Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each the Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian. The time and date of such delivery and payment shall be 10:00 be, with respect to the Firm Securities, 9:30 a.m., New York City time, on such date as may be agreed to as the Closing December 14, 2009 or such other time and date as the Underwriters Underwriter and the Company may agree upon in writing, and, with respect to the Optional Securities, 9:30 a.m., New York time, on the date specified by the Underwriter in the written notice given by the Underwriter of the Underwriter's election to purchase such Optional Securities, or such other time and date as the Underwriter and the Company may agree upon in writing. One or more closings Such time and date for delivery of the transactions contemplated hereby (eachFirm Securities is herein called the "First Time of Delivery", such time and date for delivery of the Optional Securities, if not the First Time of Delivery, is herein called the "Second Time of Delivery", and each such time and date for delivery is herein called a “Closing”) may be undertaken during the Offering period."Time of Delivery" (b) The documents to be delivered at the Closing each Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 8 hereof, including the cross receipt for the Securities and any additional documents requested by the Underwriter, will be delivered at the offices K&L Gates of Bracewell & Xxxxxxxx LLP, counsel to the Underwriters, at 0000 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx. 0000, Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree 00000 (the “"Closing Location”"), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closingeach Time of Delivery. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closingeach Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 45, “"New York Business Day” " shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters Underwriter (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“"DTC”") or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each the Underwriter at least forty-eight hours in advance. The Company will cause the certificates certificates, if any are to be issued, representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters Underwriter and the Company may agree upon in writing. One or more closings of the transactions contemplated hereby (each, a “"Closing”") may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLPDLA Piper LLP (US), counsel to the UnderwritersUnderwriter, at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters Underwriter may agree (the “"Closing Location”"), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “"New York Business Day” " shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities Company shall deliver, or cause to be purchased by each Investor hereunderdelivered, to the Representative for the accounts of the several Underwriters book-entry entitlements for, the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company will deliver the certificates for the Common Warrants and Pre-Funded Warrants, against payment of the purchase price therefor, in definitive form, in such denominations and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the CompanyRepresentative instructs, to the Investors through purchasers thereof on the facilities First Closing Date. In the event that a purchaser delivers a Notice of Exercise (as defined in the Warrants) on or prior to 12:00 p.m. New York time on the First Closing Date, to exercise any Warrants between the date hereof and the First Closing Date, the Company shall deliver Warrant Shares with respect to such Warrants to such purchaser on the First Closing Date in connection with such Notice of Exercise. The Depository Trust Company (“DTC”) shall also deliver, or a custodian designated by DTC cause to be delivered to the Representative for the account accounts of each Investorthe several Underwriters, book-entry entitlements for the Optional Shares and/or certificates for the Optional Warrants the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against payment by or on behalf the release of each Investor a wire transfer of immediately available funds for the amount of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advancetherefor. The Company will cause deliver the certificates representing for the Securities to be made available for checking Optional Warrants in definitive form, in such denominations and packaging at least twenty-four hours prior registered in such names as the Representative instructs, to the purchasers thereof on the applicable Option Closing (as defined below) with respect thereto at Date. If the office of DTC or its designated custodian. The Representative so elects, delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings of the transactions contemplated hereby (eachFirm Shares and Optional Shares on the First Closing Date and each Option Closing Date, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereofas applicable, will be delivered made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. Time shall be of the essence, and delivery at the offices K&L Gates LLP, counsel time and place specified in this Agreement is a further condition to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts obligations of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closeUnderwriters.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLPLeClairRyan, A Professional Corporation, counsel to the Underwriters, at 0000 Xxxx 000 Xxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxx, Xxxxxxxxxx Xxx Xxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters Underwriter (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each the Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters Underwriter and the Company may agree upon in writing. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLPDLA Piper LLP (US), counsel to the UnderwritersUnderwriter, at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters Underwriter may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, Underwriter hereunder will be represented by one or more definitive global securities in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall book-entry form which will be delivered deposited by or on behalf of the Company, to the Investors through the facilities of Company with The Depository Trust Company (“DTC”) or a custodian its designated by DTC custodian. The Company will deliver the Securities to Deutsche Bank Securities Inc., for the account of each InvestorUnderwriter, against payment by or on behalf of each Investor such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter Deutsche Bank Securities Inc. at least forty-eight hours in advance, by causing DTC to credit the Securities to the account of Deutsche Bank Securities Inc. at DTC. The Company will cause the certificates global security or securities, as applicable, representing the Securities to be made available to Deutsche Bank Securities Inc. for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto Time of Delivery at the office of DTC or its designated custodiancustodian (the “Designated Office”). The time and date of such delivery and payment shall be 10:00 9:30 a.m., New York City time, on such date as may be agreed to as the Closing November 5, 2013 or such other time and date as the Underwriters Representatives and the Company may agree upon in writing. One or more closings Such time and date are herein called the “Time of the transactions contemplated hereby (each, a “ClosingDelivery.”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(j) hereof, will be delivered at the offices K&L Gates of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the UnderwritersXxx Xxxxxxx Xxxxx, at 0000 Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree 00000 (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodianDesignated Office, all at the ClosingTime of Delivery. A meeting will be held at the Closing Location at 3:00 1:00 p.m., New York City time, on the New York Business Day next preceding the ClosingTime of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities Company shall deliver, or cause to be purchased delivered, through the facilities of the Depository Trust Company, including through the full fast transfer or DWAC programs, unless the Representatives shall otherwise instruct, to the Representatives for the accounts of the several Underwriters the Firm Shares to be sold by each Investor hereunderthem 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 the Depository Trust Company, including through the full fast transfer or DWAC programs, unless the Representatives shall otherwise instruct, to the Representatives for the accounts of the several Underwriters the Optional Shares to be sold by them at the First Closing Date or the applicable Option Closing Date, as the case may be, 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 Representatives in definitive form, and registered in such names and in such denominations as the Underwriters (Representatives 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 behalf the business day prior to the First Closing Date. Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Investors) may request shall be delivered by or Pre-Funded Warrants in the public offering to make payment for the Pre-Funded Warrants on behalf of the Company, First Closing Date to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) in immediately available funds to the account specified by the Company to each Underwriter at least fortya purchase price of $3.75906 per Pre-eight hours Funded Warrant, in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office lieu of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as by the Underwriters for such Pre-Funded Warrants, and the Company may agree upon shall deliver such Pre-Funded Warrants to such purchasers on the First Closing Date in writing. One or more closings definitive form against such payment, in lieu of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents Company’s obligation to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel deliver such Warrants to the Underwriters. 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, at 0000 Xxxx Xxxxxxas the case may be, Xxxxx 000the Representatives may elect, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as by written notice to the Company and Underwriters may agree (payment of the “Closing Location”), and purchase price by wire transfer in immediately available funds to the Securities will be delivered account specified by the Company at the office location and time designated in this Section 2(f) for the First Closing Date or the Option Closing Date, as the case may be, to receive shares of DTC or its designated custodian, all Common Stock at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts applicable purchase price in lieu of the documents Failed Warrants that were otherwise to be have been delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of purchasers thereof under this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closeAgreement.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates Xxxx Xxxxx LLP, counsel to the Underwriters, at 0000 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxx, Xxxxxxxxxx Xxx Xxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. The amount of proceeds to be delivered to the Company on the Closing against receipt of the Securities sold will be equal to the aggregate sales price received by the Underwriters, after deduction for (i) Underwriter’s commission, discount or other compensation for such sales payable by the Company pursuant to Sections 1(b) and 5(h) hereof, and (ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates Dentons US LLP, counsel to the Underwriters, at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One The amount of proceeds to be delivered to the Company on the Closing against receipt of the Securities sold will be equal to the aggregate sales price received by the Underwriters, after deduction for (i) Underwriter’s commission, discount or more closings other compensation for such sales payable by the Company pursuant to Sections 1(b) and 5(h) hereof, and (ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. The closing of the transactions contemplated hereby (each, a the “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLPLeClairRyan, A Professional Corporation, counsel to the Underwriters, at 0000 Xxxx 880 Xxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxx, Xxxxxxxxxx Xxx Xxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. The amount of proceeds to be delivered to the Company on the Closing against receipt of the Securities sold will be equal to the aggregate sales price received by the Underwriters, after deduction for (i) Underwriter’s commission, discount or other compensation for such sales payable by the Company pursuant to Sections 1(b) and 5(h) hereof, and (ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates Dentons US LLP, counsel to the Underwriters, at 0000 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor completion of the purchase price therefor and sale of the Securities (the “Closing”) shall occur on a date specified by the Company and the Placement Agent that is anticipated to be no later than February 23, 2007 (the “Closing Date”) and of which the Investors will be notified in advance by the Placement Agent. Within two business days of the Closing, the Company shall deliver to the Investor (1) one or more stock certificates representing the number of Shares set forth in paragraph 3 of the Securities Purchase Agreement and (2) one or more Warrants as set forth in paragraph 3 of the Securities Purchase Agreement, each such certificate to be registered and such Warrant to be issued in the name of the Investor or, if so indicated on the Stock Certificate Questionnaire, in the name of a nominee designated by the Investor. In exchange for the delivery of the subscription agreements, the Investor shall deliver the Purchase Price to the Placement Agent by wire transfer of Federal (same-day) immediately available funds pursuant to written instructions to be held in escrow pending closing of the Offering. On the Closing Date, the Company shall cause outside counsel to the account specified Company to deliver to the Investors a legal opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit “C” and its internal corporate counsel to deliver to the Investors a legal opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit “D.” The Company’s obligation to issue and sell the Securities to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company to each Underwriter at least forty-eight hours of an executed copy of this Securities Purchase Agreement; (b) completion of purchases and sales of Securities under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investor in advance. The Company will cause this Agreement and the certificates representing fulfillment of the Securities obligations of the Investor to be made available for checking and packaging at least twenty-four hours fulfilled by it under this Agreement on or prior to the Closing Closing; and (as defined belowd) with respect thereto at the office absence of DTC any order, writ, injunction, judgment or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as decree that questions the Closing validity of the Agreements or such other time as the Underwriters and right of the Company may agree upon in writing. One or more closings of the Investor to enter into such Agreements or to consummate the transactions contemplated hereby (eachand thereby. The Investor’s obligation to purchase the Securities shall be subject to the following conditions, a “Closing”) any one or more of which may be undertaken during waived by the Offering period. Investor: (a) the completion of purchases and sales under the Agreements with the Other Investors for an aggregate purchase price along with the Investor of not less than Six Million Dollars ($6,000,000); (b) The documents to be delivered at the Closing by or on behalf delivery of the parties hereto pursuant Legal Opinion to Section 7 hereof, will be delivered at the offices K&L Gates LLP, Investor by counsel to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as Company; (c) the accuracy of the representations and warranties made by the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at in this Agreement on the Closing Location at 3:00 p.m., New York City time, on Date; (c) the New York Business Day next preceding execution and delivery by the Closing, at which meeting the final drafts Company of the documents Registration Rights Agreement, (d) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to be delivered pursuant enter into such Agreements or to consummate the transactions contemplated hereby and thereby; and (e) the delivery to the preceding sentence will be available for review Investor by the parties hereto. All actions taken at Secretary or Assistant Secretary of the Closing shall be deemed to Company of a certificate stating that the conditions specified in this paragraph have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closebeen fulfilled.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, the Underwriter hereunder will be represented by one or more definitive global securities in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall book-entry form which will be delivered deposited by or on behalf of the Company, to the Investors through the facilities of Company with The Depository Trust Company (“DTC”) or a custodian its designated by DTC for custodian. The Company will deliver the account of each InvestorSecurities to the Underwriter, against payment by or on behalf of each Investor the Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each the Underwriter at least forty-eight hours in advance, by causing DTC to credit the Securities to the account of the Underwriter at DTC. The Company will cause the certificates global security or securities, as applicable, representing the Securities to be made available to the Underwriter for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto Time of Delivery at the office of DTC or its designated custodiancustodian (the “Designated Office”). The time and date of such delivery and payment shall be 10:00 9:30 a.m., New York City time, on such date as may be agreed to as the Closing June 20, 2012 or such other time and date as the Underwriters Underwriter and the Company may agree upon in writing. One or more closings Such time and date are herein called the “Time of the transactions contemplated hereby (each, a “ClosingDelivery.”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriter pursuant to Section 8(i) hereof, will be delivered at the offices K&L Gates of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the UnderwritersXxx Xxxxxxx Xxxxx, at 0000 Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree 00000 (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodianDesignated Office, all at the ClosingTime of Delivery. A meeting will be held at the Closing Location at 3:00 1:00 p.m., New York City time, on the New York Business Day next preceding the ClosingTime of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, the Underwriter hereunder will be represented by one or more definitive global securities in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall book-entry form which will be delivered deposited by or on behalf of the Company, to the Investors through the facilities of Company with The Depository Trust Company (“DTC”) or a custodian its designated by DTC for custodian. The Company will deliver the account of each InvestorSecurities to the Underwriter, against payment by or on behalf of each Investor the Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each the Underwriter at least forty-eight hours in advance, by causing DTC to credit the Securities to the account of the Underwriter at DTC. The Company will cause the certificates global security or securities, as applicable, representing the Securities to be made available to the Underwriter for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto Time of Delivery at the office of DTC or its designated custodiancustodian (the “Designated Office”). The time and date of such delivery and payment shall be 10:00 9:30 a.m., New York City time, on such date as may be agreed to as the Closing May 1, 2012 or such other time and date as the Underwriters Underwriter and the Company may agree upon in writing. One or more closings Such time and date are herein called the “Time of the transactions contemplated hereby (each, a “ClosingDelivery.”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriter pursuant to Section 8(j) hereof, will be delivered at the offices K&L Gates of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the UnderwritersXxx Xxxxxxx Xxxxx, at 0000 Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree 00000 (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodianDesignated Office, all at the ClosingTime of Delivery. A meeting will be held at the Closing Location at 3:00 1:00 p.m., New York City time, on the New York Business Day next preceding the ClosingTime of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One The amount of proceeds to be delivered to the Company on the Closing against receipt of the Securities sold will be equal to the aggregate sales price received by the Underwriters, after deduction for (i) Underwriter’s commission, discount or more closings other compensation for such sales payable by the Company pursuant to Sections 1(b) and 5(h) hereof, and (ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. The closing of the transactions contemplated hereby (each, a the “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLPLeClairRyan, A Professional Corporation, counsel to the Underwriters, at 0000 Xxxx 000 Xxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxx, Xxxxxxxxxx Xxx Xxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. The amount of proceeds to be delivered to the Company on the Closing against receipt of the Securities sold will be equal to the aggregate sales price received by the Underwriters, after deduction for (i) Underwriter’s commission, discount or other compensation for such sales payable by the Company pursuant to Sections 1(b) and 5(h) hereof, and (ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLPLeClairRyan, A Professional Corporation, counsel to the Underwriters, at 0000 Xxxx 000 Xxxxx Xxxxxx, Xxxxx 000Xxxxxxxxx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxxxx Xxx Xxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.be

Delivery of the Securities. (a) The Securities Company shall deliver, or cause to be purchased by each Investor hereunderdelivered to the Representative for the accounts of the several Underwriters book-entry positions for the Firm Shares and the Common Warrants at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company will deliver the certificates for Pre-Funded Warrants, against payment of the purchase price therefor, in definitive form, in such denominations and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the CompanyRepresentative instructs, to the Investors purchasers thereof on the First Closing Date. In the event that a purchaser delivers a Notice of Exercise (as defined in the Pre-Funded Warrants) on or prior to 12:00 P.M., New York time on the First Closing Date, to exercise any Pre-Funded Warrants between the date hereof and the First Closing Date, the Company shall deliver Warrant Shares with respect to such Pre-Funded Warrants to such purchaser on the First Closing Date in connection with such Notice of Exercise. The Company shall also deliver, or cause to be delivered through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC unless the Representative shall otherwise instruct, to the Representative for the account accounts of each Investorthe several Underwriters, book-entry entitlements for the Option Shares and/or the Option Warrants the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against payment by or on behalf the release of each Investor a wire transfer of immediately available funds for the amount of the purchase price therefor therefor. If the Representative so elect, delivery of the Shares may be made by wire transfer of Federal (same-day) funds credit to the account specified accounts designated by the Company to each Underwriter at least forty-eight hours in advanceRepresentative through The DTC’s full fast transfer or DWAC programs. The Shares shall be registered in such names and denominations as the Representative shall have requested 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 Securities are not delivered to the Representative by 1:30 P.M., New York City time on the First Closing Date (and in the event that the Option Securities are not delivered by 1:30 P.M., New York City time on the Option Closing Date, if elected by the Representative), the Company will cause return (or will instruct its custodian to return) payment of the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior full purchase price to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m.Representative’s agent, Pershing LLC, via same day funds, by 4:30 P.M., New York City time, on such date as may be agreed . The Company shall remain liable to as Pershing LLC for the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings full amount of the transactions contemplated hereby (eachpurchase price and any costs associated with recovering the full purchase price, a “Closing”) may be undertaken during until the Offering periodfull amount has been received by Pershing LLC. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities Company shall deliver, or cause to be purchased by each Investor hereunderdelivered, in definitive form, and registered in such names as to NationsBanc Xxxxxxxxxx Securities LLC for the Underwriters (on behalf accounts of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC several Initial Purchasers certificates for the account Firm Securities at the First Closing Date against the irrevocable release of each Investor, against payment by or on behalf a wire transfer of each Investor immediately available funds for the amount of the purchase price therefor by therefor. The Company shall also deliver, or cause to be delivered, to NationsBanc Xxxxxxxxxx Securities LLC for the accounts of the several Initial Purchasers certificates for the Optional Securities the Initial Purchasers have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of Federal (same-day) immediately available funds for the amount of the purchase price therefor. The certificates for the Securities shall be in denominations of $1,000 or integral multiples thereof and registered in the name of Cede & Co., as nominee of the Depository, pursuant to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to DTC Agreement and shall be made available for checking and packaging inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at least twenty-four hours prior a location in New York City as the Initial Purchasers may designate; provided that certificated Securities originally purchased by or transferred to the Closing institutional "accredited investors" (as defined belowin Rule 501(a)(1), (2), (3) with respect thereto or (7) under the Securities Act) who are not also "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) will be issued in minimum denominations of $250,000. Time shall be of the essence, and delivery at the office of DTC or its designated custodian. The delivery time and payment shall be 10:00 a.m., New York City time, on such date as may be agreed place specified in this Agreement is a further condition to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings obligations of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering periodInitial Purchasers. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities Company shall deliver, or cause to be purchased by each Investor hereunderdelivered, to the Representative for the accounts of the several Underwriters book-entry entitlements for, the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company will deliver the certificates for the Common Warrants and Pre-Funded Warrants, against payment of the purchase price therefor, in definitive form, in such denominations and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the CompanyRepresentative instructs, to the Investors purchasers thereof on the First Closing Date. In the event that a purchaser delivers a Notice of Exercise (as defined in the Warrants) on or prior to 12:00 p.m. New York time on the First Closing Date, to exercise any Warrants between the date hereof and the First Closing Date, the Company shall deliver Warrant Shares with respect to such Warrants to such purchaser on the First Closing Date in connection with such Notice of Exercise. The Company shall also deliver, or cause to be delivered through the facilities of The the Depository Trust Company (“DTC”) or a custodian designated by DTC unless the Representative shall otherwise instruct, to the Representative for the account accounts of each Investorthe several Underwriters, book-entry entitlements for the Optional Shares and/or certificates for the Optional Warrants the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against payment by or on behalf the release of each Investor a wire transfer of immediately available funds for the amount of the purchase price therefor by wire transfer therefor. If the Representative so elects, delivery of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. Time shall be of the essence, and delivery at the office of DTC or its designated custodian, all at time and place specified in this Agreement is a further condition to the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts obligations of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closeUnderwriters.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC for the account of each Investor, against payment by or on behalf of each Investor of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter at least forty-eight hours in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLPDLA Piper LLP (US), counsel to the Underwriters, at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Securities to be purchased by each Investor hereunder, Underwriter hereunder will be represented by one or more definitive global securities in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall book-entry form which will be delivered deposited by or on behalf of the Company, to the Investors through the facilities of Company with The Depository Trust Company (“DTC”) or a custodian its designated by DTC custodian. The Company will deliver the Securities to Deutsche Bank Securities Inc., for the account of each InvestorUnderwriter, against payment by or on behalf of each Investor such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to each Underwriter Deutsche Bank Securities Inc. at least forty-eight hours in advance, by causing DTC to credit the Securities to the account of Deutsche Bank Securities Inc. at DTC. The Company will cause the certificates global security or securities, as applicable, representing the Securities to be made available to Deutsche Bank Securities Inc. for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto Time of Delivery at the office of DTC or its designated custodiancustodian (the “Designated Office”). The time and date of such delivery and payment shall be 10:00 9:30 a.m., New York City time, on such date as may be agreed to as the Closing March 27, 2012 or such other time and date as the Underwriters Representatives and the Company may agree upon in writing. One or more closings Such time and date are herein called the “Time of the transactions contemplated hereby (each, a “ClosingDelivery.”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(j) hereof, will be delivered at the offices K&L Gates of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the UnderwritersXxx Xxxxxxx Xxxxx, at 0000 Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree 00000 (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodianDesignated Office, all at the ClosingTime of Delivery. A meeting will be held at the Closing Location at 3:00 1:00 p.m., New York City time, on the New York Business Day next preceding the ClosingTime of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (a) The Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of from the Investors) may request Company against payments for such securities shall be delivered by or on behalf of the Company, to the Investors made through the facilities of The Depository Trust Company (“DTC”) or a custodian designated at the offices of at the offices of Xxxx Xxxxx LLP, counsel to the Underwriters, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place as mutually may be agreed upon) no earlier than 11:00 a.m., New York City time, on November 5, 2013, or at such other date and time as the Representatives and the Company may agree upon in writing (the “First Closing Date”). (b) The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term hereof by DTC written notice by the Company from the Representatives. The option may be exercised in whole or in part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the “Option Closing Date”). The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.” (c) Delivery of certificates for the account Firm Securities (or evidence of each Investor, against payment Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of each Investor the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of Federal (same-day) immediately available funds to the a bank account specified designated by the Company to each Underwriter Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least forty-eight hours in advance. The Company will cause two full Business Days prior to the certificates representing the Securities to applicable Closing Date and shall be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m.a location in New York, New York City timeYork, on such date as may be agreed designed by the Representatives at least one full Business Day prior to as the such Closing or such other time as the Underwriters and the Company may agree upon in writingDate. One or more closings Time shall be of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered essence and delivery at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel time specified in this Agreement is a further condition to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office obligations of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closeUnderwriter.

Delivery of the Securities. (a) The Securities Company shall deliver, or cause to be purchased by each Investor hereunderdelivered to the Representative for the accounts of the several Underwriters book-entry positions for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company will deliver the certificates for the Common Warrants and Pre-Funded Warrants, against payment of the purchase price therefor, in definitive form, in such denominations and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the CompanyRepresentative instructs, to the Investors purchasers thereof on the First Closing Date. In the event that a purchaser delivers a Notice of Exercise (as defined in the Pre-Funded Warrants) on or prior to 12:00 P.M., New York time on the First Closing Date, to exercise any Pre-Funded Warrants between the date hereof and the First Closing Date, the Company shall deliver Warrant Shares with respect to such Pre-Funded Warrants to such purchaser on the First Closing Date in connection with such Notice of Exercise. The Company shall also deliver, or cause to be delivered through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC unless the Representative shall otherwise instruct, to the Representative for the account accounts of each Investorthe several Underwriters, book-entry entitlements for the Option Shares and/or certificates for the Option Warrants the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against payment by or on behalf the release of each Investor a wire transfer of immediately available funds for the amount of the purchase price therefor therefor. If the Representative so elect, delivery of the Shares may be made by wire transfer of Federal (same-day) funds credit to the account specified accounts designated by the Company to each Underwriter at least forty-eight hours in advanceRepresentative through The DTC’s full fast transfer or DWAC programs. The Company will cause Shares shall be registered in such names and denominations as the certificates representing Representative shall have requested Time shall be of the Securities to be made available for checking essence, and packaging delivery at least twenty-four hours prior the time and place specified in this Agreement is a further condition to the Closing (as defined below) with respect thereto at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings obligations of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering periodUnderwriters. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Delivery of the Securities. (ai) The Securities Company shall deliver, or cause to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Company, to the Investors through the facilities of The Depository Trust Company (“DTC”), including through the full fast transfer or Deposit or Withdrawal at Custodian system (“DWAC”) or a custodian designated by DTC programs, unless the Representatives otherwise instruct, to the Representatives for the account accounts of each Investorthe several Underwriters the Underwritten Securities to be sold by them at the First Closing Date, against payment by or on behalf release of each Investor a wire transfer of immediately available funds for the amount of the purchase price therefor therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC, including through the full fast transfer or DWAC programs, unless the Representatives otherwise instruct, to the Representatives for the accounts of the several Underwriters, the Optional Securities the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. 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. The Pre-Funded Warrants shall be delivered to the Representatives in definitive form, registered in such names and in such denominations as the Representatives 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. (ii) Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Pre-Funded Warrants to make payment for the Pre-Funded Warrants on the Closing Date to the Company by wire transfer of Federal (same-day) in immediately available funds to the account specified by the Company to each Underwriter at least fortya purchase price of $15.249 per Pre-eight hours Funded Warrant, in advance. The Company will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing (as defined below) with respect thereto at the office lieu of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as by the Underwriters for such Pre-Funded Warrants, and the Company may agree upon shall deliver the Pre-Funded Warrants to such purchasers on the Closing Date in writing. One or more closings definitive paper form against such payment, in lieu of the transactions contemplated hereby Company’s obligation to deliver the Pre-Funded Warrants to the Representatives; provided that, the Underwriters shall withhold $0.915 per Pre-Funded Warrant with respect to such Pre-Funded Warrants as an offset effected by the Company of its claim for payment by the Underwriters to the Company for the Underwritten Shares and Optional Securities (each, a “Closing”only to the extent the Underwriters’ option under Section 2(c) may be undertaken during hereof is exercised concurrently to close on the Offering period. (bFirst Closing Date) The documents against the Company’s obligation to be delivered at pay the Closing by or on behalf of the parties hereto pursuant amount so withheld with respect to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel such Pre-Funded Warrants to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as . In the event that any purchaser of the Pre-Funded Warrants fails to make payment to the Company and Underwriters may agree for all or part of the Pre-Funded Warrants on the Closing Date, the Representatives shall either (i) make payment to the “Closing Location”), and the Securities will be delivered Company for such Pre-Funded Warrants at the office of DTC combined purchase price specified in Section 2(a) or its designated custodian(ii) elect, all by written notice to the Company, to receive Common Stock at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts combined purchase price specified in Section 2(a) in lieu of the documents all or a portion of such Pre-Funded Warrants contemplated to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of sold under this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to closeAgreement.

Delivery of the Securities. (a) The Securities Escrow Issuer shall deliver, or cause to be purchased by each Investor hereunder, in definitive form, and registered in such names as the Underwriters (on behalf of the Investors) may request shall be delivered by or on behalf of the Companydelivered, to the Investors through the facilities of The Depository Trust Company (“DTC”) or a custodian designated by DTC Representative for the account accounts of each Investorthe several Initial Purchasers certificates for the Notes on the Closing Date against the irrevocable release of a wire transfer of immediately available funds (i) if the Merger has not been consummated on or prior the Closing Date, against payment into the Escrow Account by the Initial Purchasers in the amount of the gross proceeds of the Notes (including the Initial Purchasers’ Fees, which shall be earned on the Closing Date (subject to the Notes not being redeemed pursuant to a Special Mandatory Redemption) and payable on the Escrow Release Date upon the Escrow Release) by the Initial Purchasers, or (ii) if the Merger is consummated on behalf of each Investor or prior to the Closing Date, in the amount of the purchase price therefor by wire transfer of Federal (same-dayset forth in Section 2(a) funds to above into the account or accounts specified by the Company to each Underwriter at least forty-eight hours in advanceEscrow Issuer. The Company will cause certificates for the certificates representing Notes shall be in such denominations and registered in the Securities to name of Cede & Co., as nominee of the Depositary, and shall be made available for checking and packaging at least twenty-four hours prior to inspection on the business day preceding the Closing (as defined below) with respect thereto Date at the office of DTC or its designated custodian. The delivery and payment shall be 10:00 a.m., New York City time, on such date as may be agreed to as the Closing or such other time as the Underwriters and the Company may agree upon in writing. One or more closings of the transactions contemplated hereby (each, a “Closing”) may be undertaken during the Offering period. (b) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 7 hereof, will be delivered at the offices K&L Gates LLP, counsel to the Underwriters, at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, or at such other place as the Company and Underwriters may agree (the “Closing Location”), and the Securities will be delivered at the office of DTC or its designated custodian, all at the Closing. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Closing, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. All actions taken at the Closing shall be deemed to have occurred simultaneously. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions location in New York are generally authorized or obligated by law or executive order City, as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to closethe obligations of the Initial Purchasers.