Common use of Delivery of the Securities Clause in Contracts

Delivery of the Securities. The Company shall deliver, or 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 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 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 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 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/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 the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price 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 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 time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Securities. The Company shall deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative for the accounts of the several Underwriters, Underwriters book-entry entitlements for 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 Underwriter or its designees requestRepresentative instructs, to the 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., 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 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 DTC the Depository Trust Company unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, book-entry entitlements for the Option Optional Shares and/or Option 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 the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price 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 Securities will be made by credit to the accounts designated by the Representative through DTCThe Depository Trust Company’s full fast transfer or DWAC programs. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Securities. The Company shall deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative Xxxxxxx Xxxxx for the accounts of the several Underwriters, book-entry entitlements Initial Purchasers certificates for the Firm Shares Notes at the Closing Date, 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 purchase price (which payment shall include the Deferred Discount) shall be made on behalf of the Company to the 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 the Notes by the Company to Xxxxxxx Xxxxx for the accounts of the several Initial Purchasers. The Company will deliver the certificates for the Pre-Funded Warrants, against payment of the purchase price therefor, in definitive form, Notes shall be in such denominations and registered in such names the name of Cede & Co., as nominee of the Underwriter or its designees requestDepositary, pursuant to the purchasers thereof DTC Agreement, and shall be made available for inspection on the business day preceding the Closing Date at 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. In the event that , a purchaser delivers a Notice of Exercise (as defined deferred discount in the Pre-Funded Warrantsamount 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 12:00 P.M., New York time on the Closing Date, to exercise any Pre-Funded Warrants between the date hereof and the Closing Outside Date, the Company Escrowed Property (including the Deferred Discount) shall deliver Warrant Shares with respect be used to such Pre-Funded Warrants to such purchaser on redeem 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 DTC unless the Representative shall otherwise instruct, Securities pursuant to the Representative for the accounts terms of the 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 the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price 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 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 time and place specified in this Agreement is a further condition to the obligations of the UnderwritersEscrow Agreement.

Delivery of the Securities. The Company shall deliver, or cause to be delivered through the facilities of DTC The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct, to the Representative for the accounts of the several UnderwritersRepresentative, book-entry entitlements for the Firm Shares and certificates for the Ordinary Warrants at the Closing Date, against the irrevocable release of a wire transfer of immediately available funds payment by Delivery Versus Payment settlement for the amount of the purchase price therefor. The Company will deliver the certificates for the Pre-Funded Warrants and certificates for 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 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 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 and the Ordinary 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 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/or 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 irrevocable release of a wire transfer of immediately available funds payment by Delivery Versus Payment settlement for the amount of the purchase price 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 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 time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Securities. The Company shall deliver, or cause Delivery of the Securities to be delivered at each Time of Delivery shall be made through the facilities of DTC the Depository Trust Company unless the Representative shall otherwise instruct, to the Representative for the accounts at such Time 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 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 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 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/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 the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price 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 credit to the accounts designated by the Representative through DTC’s full fast transfer or DWAC programsDelivery. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Notwithstanding the foregoing, 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 tranche (each, a “Resale Notice”). Each Resale Notice shall specify the number of Additional Securities be delivered to the Underwriters. The Resale Notices shall be delivered upon the Underwriters reselling Securities such that that, immediately following such resale, the 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, in no event shall the Company 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 by 4:00 p.m. Eastern on the First Time of Delivery, then the Company shall be permitted to deliver all such remaining shares in a single tranche immediately thereafter and (ii) the provisions of this Section 2(d) shall in no way otherwise affect the Underwriters’ obligations to purchase the Securities pursuant to, and subject to the terms of, this Agreement.

Delivery of the Securities. The Company shall deliver, or 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 Firm Shares and certificates of the Firm Warrants and Pre-Funded Warrants in such denominations and registered in such names as the 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 purchase price therefor. The Notwithstanding the foregoing, the Company will shall deliver the certificates for the Pre-Funded Warrants, against payment of the purchase price therefor, such Firm Warrants in definitive form, certificated form in such denominations and registered in such names as the Underwriter or its designees request, . Delivery of the Firm Shares shall be made through the facilities of the Depositary Trust Company to a participant designated by the purchasers thereof on the Closing DateUnderwriter. 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 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/or and Option Warrants in such denominations and registered in such names as the Underwriters have agreed to purchase Underwriter or its designees request, at the 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. The 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 and/or Option Warrants will shall be issued separately and may be transferred separately immediately upon issuancemade through the facilities of the Depositary Trust Company to a participant designated by the Underwriter. 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 time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Securities. The Company shall deliver, or cause to be delivered delivered, through the facilities of DTC the Depository Trust Company, including through the full fast transfer or DWAC programs, unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, book-entry entitlements for Underwriters the Firm Shares to be sold by them 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 Pre-Funded Warrants, against payment of the purchase price therefor, in definitive form, in such denominations and 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 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 delivered, through the facilities of DTC the Depository Trust Company, including through the full fast transfer or DWAC programs, unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, book-entry entitlements for Underwriters the Option Optional Shares and/or Option Warrants the Underwriters have agreed to purchase be sold by them 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. The Option Shares and/or Option 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 issued separately made available for inspection by the Representatives on the business day prior to the First Closing Date. Notwithstanding the foregoing, the Company and may be transferred separately immediately upon issuance. If the Representative so elects, delivery Representatives shall instruct purchasers of the Shares will be made by credit Pre-Funded Warrants in the public offering to make payment for the Pre-Funded Warrants on the First Closing Date to the accounts designated Company by wire transfer in immediately available funds to the account specified by the Representative through DTC’s full fast transfer or DWAC programs. Time Company at a purchase price of $3.75906 per Pre-Funded Warrant, in lieu of payment by the Underwriters for such Pre-Funded Warrants, and the Company shall be deliver such Pre-Funded Warrants to such purchasers on the First Closing Date in definitive form against such payment, in lieu of the essenceCompany’s obligation to 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, as the case may be, the Representatives may elect, by written notice to the Company and delivery payment of the purchase price by wire transfer in immediately available funds to the account specified by the Company at the location and time and place specified designated in this Agreement is a further condition Section 2(f) for the First Closing Date or the Option Closing Date, as the case may be, to receive shares of Common Stock at the applicable purchase price in lieu of the Failed Warrants that were otherwise to have been delivered to the obligations of the Underwriterspurchasers thereof under this Agreement.

Delivery of the Securities. The Company shall deliver, or 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, Underwriters book-entry entitlements 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 Underwriter or its designees requestRepresentative instructs, to the 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 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 DTC The Depository Trust Company (“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/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 the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Option Shares and/or Option Warrants will be issued separately and may be transferred separately immediately upon issuance. If the Representative so electselect, delivery of the Shares will may be made by credit to the accounts designated by the Representative 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.

Delivery of the Securities. The Company shall deliver, or 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, Underwriters book-entry entitlements 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 the Pre-Funded Warrants, against payment of the purchase price therefor, in definitive form, in such denominations and registered in such names as the Underwriter or its designees requestRepresentative instructs, to the 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 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 DTC The Depository Trust Company (“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/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 the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Option Shares and/or Option Warrants will be issued separately and may be transferred separately immediately upon issuance. If the Representative so electselect, delivery of the Shares will may be made by credit to the accounts designated by the Representative 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 return (or will instruct its custodian to return) payment of the full purchase price to the Representative’s agent, Pershing LLC, via same day funds, by 4:30 P.M., New York City time. The Company shall remain liable to Pershing LLC for the full amount of the purchase price and any costs associated with recovering the full purchase price, until the full amount has been received by Pershing LLC.

Delivery of the Securities. The Company shall deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative for the accounts of the several Underwriters, Underwriters book-entry entitlements for 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 Underwriter or its designees requestRepresentative instructs, to the 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., 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 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 DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, book-entry entitlements for the Option Optional Shares and/or Option 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 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 Optional Warrants in definitive form, in such denominations and registered in such names as the Representative instructs, to the purchasers thereof on the applicable Option Shares and/or Option Warrants will be issued separately and may be transferred separately immediately upon issuanceClosing Date. If the Representative so elects, delivery of the Firm Shares and Optional Shares on the First Closing Date and each Option Closing Date, as applicable, will be made by credit to the accounts designated by the Representative through DTCThe Depository Trust Company’s full fast transfer or DWAC programs. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Securities. The Company shall deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instructdelivered, to the Representative for the accounts of the several Underwriters, book-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 Underwriter or its designees requestRepresentative instructs, to the 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., 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 deliver, or cause to be delivered, book entry entitlements for 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 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 DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, book-entry entitlements for the Option Optional Shares and/or Option 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 the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Option Shares and/or Option Company will deliver the certificates for the Optional Warrants will be issued separately in definitive form, in such denominations and may be transferred separately immediately upon issuance. If registered in such names as the Representative so instructs, to the purchasers thereof on the applicable Option Closing Date. Unless the Representative otherwise elects, delivery of the Firm Shares and Optional Shares on the First Closing Date and each Option Closing Date, as applicable, will be made by credit to the accounts designated by the Representative through DTCThe Depository Trust Company’s full fast transfer or DWAC programs. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Delivery of the Securities. The completion of the purchase 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 deliverdeliver 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, or cause each such certificate to be delivered through registered and such Warrant to be issued in the facilities name of DTC unless the Representative 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 otherwise instruct, deliver the Purchase Price 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 Placement Agent by wire transfer of immediately available funds for the amount pursuant to written instructions to be held in escrow pending closing of the purchase price thereforOffering. 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 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 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 On 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 DTC unless the Representative shall otherwise instruct, outside counsel to the Representative for Company to deliver to the accounts of Investors a legal opinion, dated the 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, substantially in the form attached hereto as Exhibit “C” and its internal corporate counsel to deliver to the case 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, against be waived by the irrevocable release Company: (a) prior receipt by the Company of a wire transfer an executed copy of immediately available funds for this Securities Purchase Agreement; (b) completion of purchases and sales of Securities under the amount Agreements with the Other Investors; (c) the accuracy of the purchase price therefor. The Option Shares and/or Option Warrants will be issued separately representations and may be transferred separately immediately upon issuance. If the Representative so elects, delivery of the Shares will be warranties 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 time and place specified Investor in this Agreement is a further condition to and the fulfillment of the obligations of the UnderwritersInvestor to be fulfilled by it under this Agreement on or prior to the Closing; and (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 enter into such Agreements or to consummate the transactions contemplated hereby and thereby. The Investor’s obligation to purchase the Securities shall be subject to the following conditions, any one or more of which may be waived by the 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 delivery of the Legal Opinion to the Investor by counsel to the Company; (c) the accuracy of the representations and warranties made by the Company in this Agreement on the Closing Date; (c) the execution and delivery by the Company of the 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 enter into such Agreements or to consummate the transactions contemplated hereby and thereby; and (e) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the conditions specified in this paragraph have been fulfilled.

Delivery of the Securities. The Company shall deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, 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 Pre-Funded Common Warrants, against payment of the purchase price therefor, in definitive form, in such denominations and registered in such names as the Underwriter or its designees requestRepresentative instructs, to the purchasers thereof on the First Closing Date. In the event that a purchaser delivers a Notice of Exercise (as defined in the Pre-Funded Common Warrants) on or prior to 12:00 P.M., p.m. New York time on the First Closing Date, to exercise any Pre-Funded Common 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 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 DTC unless the Representative Representatives shall otherwise instruct, to the Representative Representatives for the accounts of the several Underwriters, book-entry entitlements for the Option Shares and/or Option Warrants 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. The Company will deliver the certificates for the Optional Warrants in definitive form, in such denominations and registered in such names as the Representative instructs, to the purchasers thereof on the applicable Option Shares and/or Option Warrants will be issued separately and may be transferred separately immediately upon issuanceClosing Date. If the Representative Representatives so electselect, delivery of the Firm Shares and/or Optional Shares on the First Closing Date and each Option Closing Date, as applicable, will be made by credit to the accounts designated by the Representative Representatives through DTCThe Depository Trust Company’s full fast transfer or DWAC programs. 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.