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

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units (the “Closing”) shall occur at the offices of the Company upon receipt of cleared funds and fully executed documents for the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, each such certificate, certificates or warrant to be registered in the name of the Investor, as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement. The Company’s obligation to issue the Shares and Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Purchase Agreement; and (b) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Units shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects and (2) the Investor shall have received such documents as such Investor shall reasonably have requested in connection with its due diligence.

Delivery of the Shares and Warrants at Closing. The (a) Except as set forth in this Section 1.3, the completion of the purchase and sale of the Units Shares and the Warrants (the “Closing”) shall occur on the date hereof (the “Closing Date”), at the offices of Xxxxxxx Procter LLP, 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000 at 10:00 AM Eastern time, or at such other time and place as may be mutually agreed upon by the Company upon receipt of cleared funds and fully executed documents for the purchase of Investors. At the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall (1) either (x) deliver to the Investor Investors one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock as set forth in Section 3 of the Signature Page to the Securities Purchase Agreementon Exhibit A, each such certificate, certificates or warrant certificate to be registered in the name of each Investor or, if so indicated on the Investorsignature page of this Agreement, as in the name of a nominee designated by such Investor or (y) direct its transfer agent to deliver such certificates to the Investors (at the address of each Investor set forth on the signature pages hereto) within three (3) business days after the Closing Date; and (2) deliver to each Investor a Warrant substantially in Section 3 the form attached hereto as Exhibit B to purchase the number of shares of Common Stock set forth opposite such Investor’s name on Exhibit A or, if so indicated on the Signature Page to signature page of this Agreement, in the Securities Purchase Agreement. name of a nominee designated by such Investor. (b) The Company’s obligation to issue the Shares and the Warrants to the Investor Investors shall be subject to the following conditions, any one or more of which may be waived by the Company: (a1) receipt by the Company of a certified or official bank check or wire transfer of funds to an account designated by the Company in the full amount of the purchase price for all of the Units Shares and Warrants being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Purchase Agreementon Exhibit A; and (b2) the accuracy of the representations and warranties made by the Investor Investors and the fulfillment satisfaction of those the undertakings of the Investor Investors to be fulfilled prior to the Closing. . (c) The Investor’s obligation Investors’ obligations to purchase the Units Shares and the Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investorany Investor hereunder as to itself only: (1) the Company having authorized, unissued and unreserved shares sufficient to permit issuance of all of the Shares proposed to be sold hereunder; (2) the representations and warranties of the Company set forth herein shall be true true, correct and correct complete as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete as of such date); (23) performance and compliance by the Company with all covenants, agreements obligations and conditions required to be performed on or before the date hereof; (4) the Investor execution of the Consent and Waiver, in the form attached hereto as Exhibit C (the “Consent and Waiver”) providing for, among other things, the consent and waiver of certain rights and obligations, by the Company and the parties thereto; (5) the execution of the individual Voting Agreements in the form attached hereto as Exhibit D-1 by and between the Company and certain of the Investors (collectively, the “Voting Agreements”) or Amendment No. 1 to Voting Agreement in the form attached hereto as Exhibit D-2 by and between and certain of the Investors (collectively, the “Amended Voting Agreements”); (6) the Investors shall have received such documents as such Investor the Investors shall reasonably have requested requested, including, a standard opinion of Company counsel as to the matters set forth in connection the form attached as Exhibit E hereto and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares and the Warrants; (7) the Company shall have caused the Certificate of Powers, Designations, Preferences and Rights of the Series D Preferred Stock in the form attached hereto as Exhibit F (the “Certificate of Designations”) to be duly adopted and approved by the Company’s Board of Directors (the “Board of Directors”) and to be duly filed with its due diligencethe Secretary of State of the State of Delaware (and the Investors shall have received written confirmation of the same certified by the Secretary of State of the State of Delaware); and (8) the Company and Silicon Valley Bank (“SVB”) shall have executed all necessary amendments, waivers and/or consents relating to certain loan documents and related documentation between the Company and SVB evidencing SVB’s consent and approval of the transactions contemplated hereby (such amendments, waivers and/or consents are collectively as the “SVB Documents”), all in form and substance acceptable to the Investors and the Investors shall have received copies of all executed SVB Documents. The Warrants, the Consent and Waiver, the Voting Agreements, the Amended Voting Agreements and the SVB Documents shall collectively be referred to herein as the “Ancillary Agreements.”

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units (the “Closing”) shall occur at the offices of the Company upon receipt of cleared funds and fully executed documents for the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30_____________, 2014 2017 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, each such certificate, certificates or warrant to be registered in the name of the Investor, as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement. The Company’s obligation to issue the Shares and Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Purchase Agreement; and (b) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Units shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects and (2) the Investor shall have received such documents as such Investor shall reasonably have requested in connection with its due diligence.

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units (the “"Closing”") shall occur at the offices of the Company upon receipt of cleared funds and fully executed documents for the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30_____________, 2014 2018 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, each such certificate, certificates or warrant to be registered in the name of the Investor, as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement. The Company’s 's obligation to issue the Shares and Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Purchase Agreement; and (b) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s 's obligation to purchase the Units shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects and (2) the Investor shall have received such documents as such Investor shall reasonably have requested in connection with its due diligence.