Common use of Delivery of the Shares and Warrant at Closing Clause in Contracts

Delivery of the Shares and Warrant at Closing. The completion of the purchase, sale and issuance of the Shares and the Warrant (the “Closing”) shall occur on the date of this Agreement (the “Closing Date”) (or upon such other date as the Company and each Investor shall agree), at the offices of the Company’s counsel. At the Closing, the Company shall issue to each Investor as indicated on Schedule I hereto (i) one or more stock certificates, registered in the Investor’s name and address as set forth on Schedule I hereto, representing the Shares and (ii) the Warrant issued in the name of the Investor. The Company’s obligation to issue the Shares and the Warrant to each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) receipt by the Company of a wire transfer of immediately available funds to an account designated in writing by the Company, in the full amount of the total purchase price payable by the Investor for the Shares and Warrant that the Investor is hereby agreeing to purchase set forth opposite the name of such Investor under the heading “Aggregate Purchase Price” on Schedule I hereto; (ii) the accuracy, in all material respects, of the representations and warranties made by the Investor and the fulfillment, in all material respects, of those undertakings of the Investor to be fulfilled prior to the Closing. Each Investor’s obligation to purchase the Shares and Warrant shall be subject to the following conditions, any one or more of which may be waived by an Investor (provided that no such waiver shall be deemed given unless in writing and executed by the Investor): (i) receipt by the Investor of a counter-signed copy of this Agreement executed by the Company; (ii) receipt by the Investor of a copy of the Warrant; and (iii) the accuracy, in all material respects, of the representations and warranties made by the Company and the fulfillment, in all material respects, of those undertakings of the Company to be fulfilled prior to the Closing.

Delivery of the Shares and Warrant at Closing. The completion of the purchase, sale and issuance of the Shares and the Warrant (the “Closing”) shall occur on the date of this Agreement (the “Closing Date”) (or upon such other date as the Company and each Investor shall agree), at the offices of the Company’s counsel. At the Closing, the Company shall issue deliver to each Investor as indicated on Schedule I hereto (ia) one or more stock certificates, registered in the Investor’s name and address as set forth on Schedule I the signature page hereto, representing the Shares and (iib) the Warrant issued in the name of the Investor. The Company’s obligation to issue the Shares and the Warrant to each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (ia) receipt by the Company of a wire transfer of immediately available funds to an account designated in writing by the Company, in the full amount of the total purchase price payable by the Investor for the Shares and Warrant that the Investor is hereby agreeing to purchase as set forth opposite on the name of such Investor under the heading “Aggregate Purchase Price” on Schedule I signature page hereto; and (iib) the accuracy, in all material respects, of the representations and warranties made by the Investor and the fulfillment, in all material respects, of those undertakings of the Investor to be fulfilled prior to the Closing. Each Investor’s obligation to purchase the Shares and Warrant shall be subject to the following conditions, any one or more of which may be waived by an Investor (provided that no such waiver shall be deemed given unless in writing and executed by the Investor): (ia) receipt by the Investor of a counter-signed copy of this Agreement executed by the Company; (iib) receipt by Investor of one or more stock certificates representing the Shares; (c) receipt by Investor of a copy of the Warrant; Warrant and (iiid) the accuracy, in all material respects, of the representations and warranties made by the Company and the fulfillment, in all material respects, of those undertakings of the Company to be fulfilled prior to the Closing.

Delivery of the Shares and Warrant at Closing. The completion of the purchase, sale and issuance of the Shares and the Warrant (the “Closing”) shall occur on the date of this Agreement (the “Closing Date”) (or upon such other date as the Company and each Investor shall agree), at the offices of the Company’s counsel. At the Closing, the Company shall issue to each Investor as indicated on Schedule I hereto (ia) one or more stock certificates, registered in the Investor’s name and address as set forth on Schedule I hereto, representing the Shares and (iib) the Warrant issued in the name of the Investor. The Company’s obligation to issue the Shares and the Warrant to each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (ia) receipt by the Company of a wire transfer of immediately available funds to an account designated in writing by the Company, in the full amount of the total purchase price payable by the each Investor for the Shares and Warrant Shares that the such Investor is hereby agreeing to purchase set forth opposite the name of such Investor under the heading “Aggregate Purchase Price” on Schedule I hereto; and (iib) the accuracy, in all material respects, of the representations and warranties made by the each Investor and the fulfillment, in all material respects, of those undertakings of the each Investor to be fulfilled prior to the Closing. Each Investor’s obligation to purchase the Shares and Warrant shall be subject to the following conditions, any one or more of which may be waived by an Investor (provided that no such waiver shall be deemed given unless in writing and executed by the InvestorInvestors): (ia) receipt by the each Investor of a counter-signed copy of this Agreement executed by the Company; (iib) receipt by the each Investor of a copy of the Warrant; and (iiic) the accuracy, in all material respects, of the representations and warranties made by the Company and the fulfillment, in all material respects, of those undertakings of the Company to be fulfilled prior to the Closing.

Delivery of the Shares and Warrant at Closing. The completion of the purchase, sale and issuance of the Shares and the Warrant (the “Closing”) shall occur on the date of this Agreement (the “Closing Date”) (or upon such other date as the Company and each Investor shall agree), at the offices of the Company’s counsel. At the Closing, the Company shall issue to each Investor as indicated on Schedule I hereto (ia) one or more stock certificates, registered in the Investor’s name and address as set forth on Schedule I the signature page hereto, representing the Shares and (iib) the Warrant issued in the name of the Investor. The Company’s obligation to issue the Shares and the Warrant to each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (ia) receipt by the Company of a wire transfer of immediately available funds to an account designated in writing by the Company, in the full amount of the total purchase price payable by the Investor for the Shares and Warrant that the Investor is hereby agreeing to purchase as set forth opposite on the name of such Investor under the heading “Aggregate Purchase Price” on Schedule I signature page hereto; and (iib) the accuracy, in all material respects, of the representations and warranties made by the Investor and the fulfillment, in all material respects, of those undertakings of the Investor to be fulfilled prior to the Closing. Each Investor’s obligation to purchase the Shares and Warrant shall be subject to the following conditions, any one or more of which may be waived by an Investor (provided that no such waiver shall be deemed given unless in writing and executed by the Investor): (ia) receipt by the Investor of a counter-signed copy of this Agreement executed by the Company; (iib) receipt by the Investor of a copy of the Warrant; Warrant and (iiic) the accuracy, in all material respects, of the representations and warranties made by the Company and the fulfillment, in all material respects, of those undertakings of the Company to be fulfilled prior to the Closing.

Delivery of the Shares and Warrant at Closing. The completion of the purchase, purchase and sale and issuance of the Shares and the Warrant (the “Closing”) shall occur on the date of this Agreement (the “Closing Date”) (or upon such other date as the Company and each Investor Seller shall agree), at the offices of the Company’s counsel. At the Closing, Seller shall deliver to the Company shall issue to each Investor as indicated on Schedule I hereto (ia) either one or more stock certificates, registered in the InvestorSeller’s name and address as set forth on Schedule I hereto, representing the Shares or, to the extent any (x) of such certificates have been lost, an affidavit of lost certificate, in form satisfactory to the Company, or (y) of the Shares are held in book entry form through the Depository Trust Corporation electronic system, irrevocable written stock transfer instructions (“Irrevocable Instructions”) addressed to American Stock Transfer Co., the Company’s transfer agent, for delivery to the Company causing such shares to be transferred to and retired by the Company and (iib) the Warrant issued in the name of Seller or, in the Investor. The Company’s obligation to issue the Shares and event the Warrant to each Investor shall be subject has been lost, an affidavit of lost security, in form satisfactory to the following conditionsCompany, any one or more of which may be waived by the Company: (i) against receipt by the Company Seller of a wire transfer by the Company of immediately available funds to an account designated in writing by the CompanySeller, in the full amount of the total aggregate purchase price payable by the Investor for the Shares and Warrant that the Investor is hereby agreeing to purchase as set forth opposite the name of such Investor under the heading “Aggregate Purchase Price” on Schedule I hereto; (ii) the accuracy, in all material respects, of the representations and warranties made by the Investor and the fulfillment, in all material respects, of those undertakings of the Investor to be fulfilled prior to the ClosingSection 1 hereof. Each InvestorSeller’s obligation to purchase deliver the Shares Shares, the Irrevocable Instructions (if applicable), and the Warrant to the Company shall be subject to the following conditions, any one or more of which may be waived by an Investor (provided that no such waiver shall be deemed given unless in writing and executed by the Investor): (i) receipt by the Investor of a counter-signed copy of this Agreement executed by the Company; (ii) receipt by the Investor of a copy of the Warrant; and (iii) the accuracy, in all material respects, of the representations and warranties made by the Company and the fulfillment, in all material respects, of those undertakings of the Company to be fulfilled prior to the Closing. The Company’s obligation to purchase the Shares and Warrant shall be subject to the following conditions, any one or more of which may be waived by the Company (provided that no such waiver shall be deemed given unless in writing and executed by the Company): (a) the receipt by the Company of one or more stock certificates (or the affidavit as described above) and/or the Irrevocable Instructions representing the Shares; (b) receipt by the Company of the originally executed Warrant or the affidavit as described above); (c) receipt by the Company of a written resignation from each of the Seller’s designees to the Company’s Board of Directors (the “Representatives”), effective as of the Closing Date; (d) the surrender of and receipt by the Company of one or more certificates, agreements, or notices of grant representing the securities (options and restricted stock) assigned to the Seller by the Representatives; and (e) the accuracy, in all material respects, of the representations and warranties made by the Seller and the fulfillment, in all material respects, of those undertakings of the Seller to be fulfilled prior to the Closing.

Delivery of the Shares and Warrant at Closing. The completion of the purchase, sale and issuance of the Shares and the Warrant (the “Closing”) shall occur on the date of this Agreement (the “Closing Date”) (or upon such other date as the Company and each Investor shall agree), at the offices of the Company’s counsel. At the Closing, the Company shall issue to each Investor as indicated on Schedule I hereto or to an individual retirement account of Investor’s choosing (ithe “XXX”) (a) one or more stock certificates, registered in the Investor’s name and address as set forth on Schedule I heretothe signature page hereto or in the name and address of the XXX, representing the Shares Shares, which shall be subject to the Pledge Agreement and (iib) the Warrant issued in the name of the Investor. The Company’s obligation to issue the Shares and the Warrant to each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (ia) receipt by the Company of a wire transfer of immediately available funds to an account designated in writing by the Company, in the full amount of the total purchase price payable by the Investor for the Shares and Warrant that the Investor is hereby agreeing to purchase as set forth opposite on the name of such Investor under the heading “Aggregate Purchase Price” on Schedule I signature page hereto; and (iib) the accuracy, in all material respects, of the representations and warranties made by the Investor and the fulfillment, in all material respects, of those undertakings of the Investor to be fulfilled prior to the Closing. Each Investor’s obligation to purchase the Shares and Warrant shall be subject to the following conditions, any one or more of which may be waived by an Investor (provided that no such waiver shall be deemed given unless in writing and executed by the Investor): (ia) receipt by the Investor of a counter-signed copy of this Agreement executed by the Company; (iib) subject to the terms of the Pledge Agreement, the receipt by Investor of one or more stock certificates representing the Shares; (c) receipt by the Investor of a copy of the Warrant; Warrant and (iiid) the accuracy, in all material respects, of the representations and warranties made by the Company and the fulfillment, in all material respects, of those undertakings of the Company to be fulfilled prior to the Closing.

Delivery of the Shares and Warrant at Closing. The completion of the purchase, sale and issuance of the Shares and the Warrant (the “Closing”) shall occur on the date of this Agreement (the “Closing Date”) (or upon such other date as the Company and each Investor shall agree), at the offices of the Company’s counsel. At the Closing, the Company shall issue deliver to each Investor as indicated on Schedule I hereto (ia) one or more stock certificates, registered in the Investor’s name and address as set forth on Schedule I the signature page hereto, representing the Shares and (iib) the Warrant issued in the name of the Investor. The Company’s obligation to issue the Shares and the Warrant to each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (ia) receipt by the Company of a wire transfer of immediately available funds to an account designated in writing by the Company, in the full amount of the total purchase price payable by the Investor for the Shares and Warrant that the Investor is hereby agreeing to purchase as set forth opposite on the name of such Investor under the heading “Aggregate Purchase Price” on Schedule I signature page hereto; and (iib) the accuracy, in all material respects, of the representations and warranties made by the Investor and the fulfillment, in all material respects, of those undertakings of the Investor to be fulfilled prior to the Closing. Each Investor’s obligation to purchase the Shares and Warrant shall be subject to the following conditions, any one or more of which may be waived by an Investor (provided that no such waiver shall be deemed given unless in writing and executed by the Investor): (ia) receipt by the Investor of a counter-signed copy of this Agreement executed by the Company; (iib) receipt by Investor of one or more stock certificates representing the Shares; (c) receipt by Investor of a copy of the Warrant; Warrant and (iiid) the accuracy, in all material respects, of the representations and warranties made by the Company and the fulfillment, in all material respects, of those undertakings of the Company to be fulfilled prior to the Closing.. [*] Redacted for Confidential Treatment