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

Delivery of the Shares and Warrants at the Closing. The completion of the purchase and sale of the Securities pursuant to the Agreements (the “Closing”) shall occur at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx XXX, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable, but in no event later than 10 business days following the date of this Agreement, or on such later date or at such different location as the parties hereto shall agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”). At the Closing, the Company shall deliver to the Purchaser (i) one or more stock certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser, representing the number of Shares set forth in Section 2 above and (ii) one or more warrant certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by Purchaser, representing the number of Warrants set forth in Section 2 above, each bearing an appropriate legend referring to the fact that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The name(s) in which the certificates are to be registered are set forth in the Securities Certificate Questionnaire attached hereto as Appendix I. The Company’s obligation to complete the purchase and sale of the Securities and deliver such certificates to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Securities being purchased hereunder; (b) the accuracy in all material respects of the representations and warranties made by the Purchasers (as if such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing; (c) no proceeding challenging this Agreement or any of the Agreements with any of the Other Purchasers or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; and (d) the sale of Securities shall not be prohibited by any law or governmental order or regulation. The Purchaser’s obligation to accept delivery of such certificates and to pay for the Securities evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) each of the representations and warranties of the Company made herein shall be accurate in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date (except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date); (b) the delivery to the Placement Agent and the Purchaser by counsel to the Company of a legal opinion in substantially the form attached hereto as Exhibit A; (c) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing; (d) each of the Company and StockTrans, Inc. shall have executed that certain Warrant Agreement in substantially the form attached hereto as Exhibit B; (e) each of the executive officers and directors of the Company and each stockholder of the Company listed on Schedule I hereto shall have executed a “lock-up” letter agreement in substantially the form attached hereto as Exhibit C; (f) the delivery to the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth in Section 4 hereto are true and correct in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date (except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date) (except for such changes or modification as are specified therein) and that the Company has, in all material respects, complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date (g) no proceeding challenging this Agreement or any of the Agreements with any of the Other Purchasers or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; (h) the sale of Securities shall not be prohibited by any law or governmental order or regulation; (i) that the Common Stock shall be quoted on the Nasdaq National Market System and the Shares and Warrant Shares duly approved for quotation thereon and (j) Purchaser and other Purchasers together shall have purchased the Minimum Raise pursuant to the Agreements. Except as aforesaid, the Purchaser’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Securities that they have agreed to purchase from the Company.

Delivery of the Shares and Warrants at the Closing. The completion of the purchase and sale of the Securities pursuant to the Agreements Shares and Warrants (the “Closing”"CLOSING") shall occur at simultaneously with the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx XXX, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable, but in no event later than 10 business days following the date of this Agreement, or on such later date or at such different location as the parties hereto shall agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party execution hereof (the “Closing Date”"CLOSING DATE"). At the Closing, the Company shall deliver will issue to the Purchaser (i) one or more stock certificates certificates, and a corresponding number of Warrants, registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, or in such nominee name(s) as designated by the PurchaserPurchaser in writing, representing the number of Shares set forth in Section 2 above and (ii) one or more warrant certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by Purchaser, representing the number of Warrants set forth in Section 2 above, each bearing an appropriate legend referring to the fact that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”)Shares. The name(s) in which the stock certificates are to be registered are set forth in the Securities Stock Certificate Questionnaire attached hereto as Appendix APPENDIX I. The Company’s 's obligation to complete the purchase and sale of the Securities Shares being purchased hereunder and deliver such certificates stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Securities Shares being purchased hereunder; and (b) the accuracy in all material respects of the representations and warranties made by the Purchasers (as if such representations and warranties were made on the Closing Date) Purchaser and the fulfillment of those undertakings of the Purchasers Purchaser to be fulfilled prior to or at the Closing; (c) no proceeding challenging this Agreement or any of the Agreements with any of the Other Purchasers or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; and (d) the sale of Securities shall not be prohibited by any law or governmental order or regulation. The Purchaser’s 's obligation to accept delivery of such certificates stock certificate(s) and to pay for the Securities evidenced thereby Shares and the Warrants shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) each accuracy in all material respects of the representations and warranties of made by the Company made herein shall be accurate in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date (except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date); (b) the delivery to the Placement Agent and the Purchaser by counsel to the Company of a legal opinion in substantially the form attached hereto as Exhibit A; (c) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to or at the Closing; (d) each of the Company and StockTrans, Inc. shall have executed that certain Warrant Agreement in substantially the form attached hereto as Exhibit B; (e) each of the executive officers and directors of the Company and each stockholder of the Company listed on Schedule I hereto shall have executed a “lock-up” letter agreement in substantially the form attached hereto as Exhibit C; (f) the delivery to the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth in Section 4 hereto are true and correct in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date (except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date) (except for such changes or modification as are specified therein) and that the Company has, in all material respects, complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date (g) no proceeding challenging this Agreement or any of the Agreements with any of the Other Purchasers or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the . The Closing shall have been instituted take place at the offices of Xxxxx Xxxx LLP, 000 Xxxxxxx Xxxx., Xxxxxx XX immediately following the execution hereof, or at such other time or location as the parties shall be pending before any court, arbitrator or governmental body, agency or official; (h) the sale of Securities shall not be prohibited by any law or governmental order or regulation; (i) that the Common Stock shall be quoted on the Nasdaq National Market System and the Shares and Warrant Shares duly approved for quotation thereon and (j) Purchaser and other Purchasers together shall have purchased the Minimum Raise pursuant to the Agreements. Except as aforesaid, the Purchaser’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Securities that they have agreed to purchase from the Companyagree upon.

Delivery of the Shares and Warrants at the Closing. The completion of the purchase and sale of the Securities Shares to be issued pursuant to this Agreement and the Agreements issuance of the Warrants pursuant to this Agreement (the “"Closing”") shall occur at upon (i) receipt by the offices Company of Pillsbury Xxxxxxxx Xxxx Xxxxxxx XXX, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable, but in no event later than 10 business days following the date (A) a signed copy of this Agreement, (B) a completed Stock Certificate and Warrant Questionnaire, the form of which is attached hereto as Exhibit B, and (C) the aggregate purchase price for the Shares, or (ii) following the occurrence of the actions set forth in clause (i) above on such later other date or at such different location as the parties hereto shall agree in writing, but not prior may be agreed to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (Company and the “Closing Date”)Purchaser. At the Closing, the Company shall deliver to the Purchaser or the Purchaser's custodian bank, in accordance with the Purchaser's delivery instructions, (iA) a signed copy of this Agreement, (B) one or more stock certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, or in such nominee name(s) as designated by the Purchaser, representing the number of Shares set forth in Section 2 above above, and (iiC) one or more warrant certificates registered Warrants issued in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, or in such nominee name(s) as designated by the Purchaser, representing the number of Warrants Warrant Shares set forth in Section 2 above, each bearing an appropriate legend referring to the fact that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The name(s) in which the stock certificates and Warrants are to be registered issued are set forth in the Securities Stock Certificate and Warrant Questionnaire attached hereto as Appendix I. Exhibit B. The Company’s 's obligation to complete the purchase and sale of the Securities Shares and deliver such certificates stock certificate(s) and Warrant(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) subject to delivery of the share certificates to the Purchaser or Purchaser's custodian bank, receipt by the Company of same-day funds immediately available funds, by check or wire transfer, in the full amount of the purchase price for the Securities Shares being purchased hereunder; (b) the accuracy in all material respects of the representations and warranties made by the Purchasers Purchaser herein as of the Closing; and (as if such representations and warranties were made on the Closing Datec) and the fulfillment of those undertakings of the Purchasers Purchaser to be fulfilled prior to the Closing; (c) no proceeding challenging this Agreement or any of the Agreements with any of the Other Purchasers or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; and (d) the sale of Securities shall not be prohibited by any law or governmental order or regulation. The Purchaser’s 's obligation to accept delivery of such certificates Warrant(s) and stock certificate(s) and to pay for the Securities Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (ai) each the accuracy of the representations and warranties of made by the Company made herein shall be accurate in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement Closing; and as of the Closing Date (except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date); (b) the delivery to the Placement Agent and the Purchaser by counsel to the Company of a legal opinion in substantially the form attached hereto as Exhibit A; (cii) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing; (d) each . The Purchaser's obligations hereunder are expressly conditioned on the simultaneous or prior purchase of a total aggregate amount of at least $12 million of the Company Company's securities (including the amount purchased hereunder) pursuant to the Financing (as defined in Section 4.7 hereof) on the terms and StockTrans, Inc. shall have executed that certain Warrant Agreement conditions set forth in substantially the form attached hereto as Exhibit B; (e) each forms of the executive officers and directors of the Company and each stockholder of the Company listed on Schedule I hereto shall have executed a “lock-up” letter agreement in substantially the form attached hereto as Exhibit C; (f) , which agreements substantially set forth the delivery to the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company terms set forth in Section 4 hereto are true and correct the term sheet, dated April 23, 1998, included in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date (except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date) (except for such changes or modification as are specified therein) and that the Company has, in all material respects, complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date (g) no proceeding challenging this Agreement or any of the Agreements with any of the Other Purchasers or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; (h) the sale of Securities shall not be prohibited by any law or governmental order or regulation; (i) that the Common Stock shall be quoted on the Nasdaq National Market System and the Shares and Warrant Shares duly approved for quotation thereon and (j) Purchaser and other Purchasers together shall have purchased the Minimum Raise pursuant to the Agreements. Except as aforesaid, the Purchaser’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Securities that they have agreed to purchase from the Company.Exhibit C.

Delivery of the Shares and Warrants at the Closing. The completion of the purchase and sale of the Securities pursuant to the Agreements (the “Closing”) shall occur at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx XXXMxxxxxxx & Fxxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon 1 A unit shall consist of one share of Common Stock and 0.35 Warrants. The shares of Common Stock and the Warrants will be immediately separable. as practicable, but in no event later than 10 business days following the date execution of this Agreementthe Agreements, or on such later date or at such different location as the parties hereto shall agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”). At the Closing, the Company shall deliver to the Purchaser (i) one or more stock certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser, representing the number of Shares set forth in Section 2 above and (ii) one or more warrant certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by Purchaser, representing the number of Warrants set forth in Section 2 above, each bearing an appropriate legend referring to the fact that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The name(s) in which the certificates are to be registered are set forth in the Securities Certificate Questionnaire attached hereto as Appendix I. The Company’s obligation to complete the purchase and sale of the Securities and deliver such certificates to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Securities being purchased hereunder; (b) the purchase by the Purchasers and the sale by the Company to such Purchasers of Securities for an aggregate purchase price of not less than $35,000,000 on the Closing Date on terms substantially the same as those reflected herein; and (c) the accuracy in all material respects of the representations and warranties made by the Purchasers (as if such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing; (c) no proceeding challenging this Agreement or any of the Agreements with any of the Other Purchasers or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; and (d) the sale of Securities shall not be prohibited by any law or governmental order or regulation. The Purchaser’s obligation to accept delivery of such certificates and to pay for the Securities evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) each of the representations and warranties of the Company made herein shall be accurate in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date (except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date); (b) the delivery to the Placement Agent Agents and the Purchaser by counsel to the Company of a legal opinion in substantially the form attached hereto as Exhibit A; (c) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing; (d) each of the Company and StockTrans, Inc. Mellon Investor Services LLC shall have executed that certain Warrant Agreement in substantially the form attached hereto as Exhibit B; (e) each of the executive officers and directors of the Company and each stockholder of the Company listed on Schedule I 1 hereto shall have executed a “lock-up” letter agreement in substantially the form attached hereto as Exhibit C; (f) the purchase by the Purchasers and the sale by the Company to such Purchasers of Securities for an aggregate purchase price of not less than $35,000,000 as of the Closing Date; and (g) the delivery to the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth in Section 4 hereto are true and correct in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date (except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date) (except for such changes or modification as are specified therein) and that the Company has, in all material respects, complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date (g) no proceeding challenging this Agreement or any of the Agreements with any of the Other Purchasers or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; (h) the sale of Securities shall not be prohibited by any law or governmental order or regulation; (i) that the Common Stock shall be quoted on the Nasdaq National Market System and the Shares and Warrant Shares duly approved for quotation thereon and (j) Purchaser and other Purchasers together shall have purchased the Minimum Raise pursuant to the AgreementsDate. Except as aforesaid, the The Purchaser’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Securities that they have agreed to purchase from the Company.