Common use of Firm Securities Payment and Delivery Clause in Contracts

Firm Securities Payment and Delivery. (A) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 10xx Xxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or by electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (B) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the Representative) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A2.1.1 below) belowunder the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective pricing for the Offering (as defined in Section 2.1.1 below) occurs after 4:01 p.m., Eastern timetime on the Effective Date) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx Sxxxxxxx & Schole Worcester LLP, 1345 Avenue of the Americas, 10xx Xxxxx1000 Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx, 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the Representative) representing the Firm Securities (or through the facilities of via the Depository Trust Company (“DTC”) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 10xx Xxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (“Representative Underwriter Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day (as defined below) following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A2.1.1(i) below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative Underwriter and the Company, at the offices of Ellenoff Gxxxxxxx & Schole LLPGusrae Kxxxxx Nxxxxxx PLLC, 1345 Avenue of the Americas, 10xx Xxxxx100 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Underwriter Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriter and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriter) representing the Firm Securities Shares and the Firm Warrants (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the UnderwritersUnderwriter. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriter may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative Underwriter for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd2nd ) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third (3rd3rd ) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Xxxxxxx Xxxxxx LLP, 1345 Avenue of the Americas000 Xxxxx Xxxxxx, 10xx Xxxxx00xx xxxxx, Xxx Xxxx, XX 00000 (“Representative Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery of and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the UnderwritersRepresentative. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A2.1.1 below) belowunder the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective pricing for the Offering (as defined in Section 2.1.1 below) occurs after 4:01 p.m., Eastern timetime on the Effective Date) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx Xxxxxxxx & Schole Worcester LLP, 1345 Avenue of the Americas, 10xx Xxxxx0000 Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx, 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the Representative) representing the Firm Securities (or through the facilities of via the Depository Trust Company (“DTC”) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date signing of this Agreement (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement this Agreement is declared effective signed after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative Representative, the Company and the CompanySelling Stockholders, at the offices of Ellenoff Gxxxxxxx Kxxxxxx & Schole LLPCxxxxxx, 1345 Avenue of the AmericasP.C., 10xx Xxxxx1000 X. Xxxx Street, Xxx XxxxSuite 1400, Two Jxxxx Xxxxxx, Xxxxxxxx, XX 00000 (“Representative Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Representative, the Company and the CompanySelling Stockholders. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company and the Selling Stockholders upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one full Business Day prior to the Closing Date. The Company and the Selling Stockholders shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx Kxxxxx Xxxxx Xxxxxxxx & Schole Fxxxxxx LLP, 1345 Avenue of the Americas, 10xx Xxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.”” 1 Price per Firm Share and Firm Warrant to be 93% of the public offering price. (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Rxxx Xxxxx LLP, 1345 Avenue of the Americas, 10xx Xxxxx500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 4:00 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Xxxx Xxxxx LLP, 1345 Avenue of the Americas, 10xx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Gxxxxxxxx Traurig, LLP, 1345 Avenue of the AmericasThe MetLife Building, 10xx Xxxxx200 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Xxxx Xxxxx LLP, 1345 Avenue of the Americas, 10xx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m.[●], Eastern time) 201[●], or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole LLPMintz, 1345 Avenue of the AmericasLevin, 10xx XxxxxCohn, Ferris, Glovsky and Popeo, P.C., 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.”” The Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in the form of Warrant. (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3 rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Blank Rome LLP, 1345 Avenue of the Americas, 10xx Xxxxx400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”) or via a DWAC transfer), for the account respective accounts of the Underwriters). The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx Loeb & Schole Loeb LLP, 1345 Avenue of the Americas, 10xx Xxxxx300 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities Shares except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third second (3rd2nd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx Xxxx & Schole Xxxx LLP, 1345 Avenue of the Americas, 10xx Xxxxx000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Underwriters’ Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities Shares except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (A) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m., Eastern time, on the second (2nd) Business Day (as defined below) following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Lucosky Xxxxxxxx LLP, 1345 Avenue of the Americas, 10xx 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx0xx Xxxxx, Xxxxxxxxxx XX 00000 (“Representative Counsel”), or at such other place (or by electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities and the applicable Option Securities (as defined below) is called the “Closing Date.” (B) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the Representative) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx Loeb & Schole Loeb LLP, 1345 Avenue of the Americas, 10xx Xxxxx000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities Shares except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective pricing for the Offering (as defined in Section 2.1.1 below) occurs after 4:01 p.m., Eastern timetime on the Effective Date) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx Gracin & Schole Xxxxxx, LLP, 1345 Avenue of the AmericasThe Chrysler Building, 10xx 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities Shares and the Firm Warrants (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx Xxxx & Schole Loeb LLP, 1345 Avenue of the Americas, 10xx Xxxxx000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities Shares except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (A) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole LLPGusrae Xxxxxx Xxxxxxx PLLC, 1345 Avenue of the Americas, 10xx Xxxxx000 Xxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (B) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates Firm Securities (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”) or via a DWAC transfer), transfer for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date signing of this Agreement (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement this Agreement is declared effective signed after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative Representative, the Company and the CompanySelling Stockholders, at the offices of Ellenoff Gxxxxxxx Kxxxxxx & Schole LLPCxxxxxx, 1345 Avenue of the AmericasP.C., 10xx Xxxxx1000 X. Xxxx Street, Xxx XxxxSuite 1400, Two Jxxxx Xxxxxx, Xxxxxxxx, XX 00000 (“Representative Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Representative, the Company and the CompanySelling Stockholders. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company and the Selling Stockholders upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities Shares and the Firm Warrants (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one full Business Day prior to the Closing Date. The Company and the Selling Stockholders shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx Zysman, Aharoni, Gxxxx and Sxxxxxxx & Schole LLPWorcester, 1345 Avenue of the Americas, 10xx Xxxxx1000 Xxxxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd2nd ) Business Day (as defined below) following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third (3rd3rd ) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Lxxxxxx Krooks LLP, 1345 Avenue of the Americas, 10xx Xxxxx600 Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (“Representative Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery of and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the UnderwritersRepresentative. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date signing of this Agreement (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement this Agreement is declared effective signed after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx Kxxxxxx & Schole LLPCxxxxxx, 1345 Avenue of the AmericasP.C., 10xx Xxxxx1000 X. Xxxx Street, Xxx XxxxSuite 1400, Two Jxxxx Xxxxxx, Xxxxxxxx, XX 00000 (“Representative Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the CompanyCCC, at the offices of Ellenoff Gxxxxxxx & Schole Xxxx Xxxxx LLP, 1345 Avenue of the Americas, 10xx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the CompanyCCC. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company CCC upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm SecuritiesShares. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company,, at the offices of Ellenoff Gxxxxxxx & Schole Xxxxxxx Krooks LLP, 1345 Avenue of the Americas000 Xxxxx Xxxxxx, 10xx 00xx Xxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing of the Firm Securities Shares, Firm Preferred Shares and Firm Warrants (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole LLPMintz, 1345 Avenue of the AmericasLevin, 10xx XxxxxCohn, Ferris, Glovsky and Popeo, P.C., 600 Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” The Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in the form of Warrant and in a warrant agency agreement, dated on or before the Closing Date, between the Company and Corporate Stock Transfer, Inc., as warrant agent (the “Warrant Agreement”). (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3 rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Blank Rome LLP, 1345 Avenue of the Americas, 10xx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx Loeb & Schole Loeb LLP, 1345 Avenue of the Americas, 10xx Xxxxx000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities ecurities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx Loeb & Schole Loeb LLP, 1345 Avenue of the Americas, 10xx Xxxxx000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd2nd ) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third (3rd3rd ) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Blank Rome LLP, 1345 Avenue of the Americas, 10xx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery of and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the UnderwritersRepresentative. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3 rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Blank Rome LLP, 1345 Avenue of the Americas, 10xx Xxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”) or via a DWAC transfer), for the account respective accounts of the Underwriters). The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2ndor if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) Business Day under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m.hereof, Eastern time) or at such earlier other time and date as shall be agreed upon by the Representative and the CompanyCompany determine pursuant to Rule 15c6-1(a) under the Exchange Act, at the offices of Ellenoff Gxxxxxxx & Schole Lxxxxxx Krooks LLP, 1345 Avenue of the Americas, 10xx Xxxxx600 Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (“Representative Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour time and date of delivery of and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the UnderwritersRepresentative. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m.January 31, Eastern time) 2023 or at such earlier time as shall be agreed upon by the Representative Underwriter and the Company, at the offices of Ellenoff Gxxxxxxx & Schole McGuireWoods LLP, 1345 1251 Avenue of the AmericasXxxxxxxx, 10xx 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (“Representative Underwriter’s Counsel”), or at such other place (or remotely by electronic transmission) as shall be agreed upon in writing by the Representative Underwriter and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriter) representing the Firm Securities (or through the facilities of the The Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the UnderwritersUnderwriter. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriter may request in writing at least two (2) Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative Underwriter for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Bxxxx Xxxx LLP, 1345 1290 Avenue of the Americas, 10xx XxxxxNxx Xxxx, Xxx Xxxx, XX 00000 Xxxx 00000-0000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date”.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities Shares and the Firm Warrants (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm SecuritiesShares. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m.December 21, Eastern time) 2017, or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole LLPMintz, 1345 Avenue of the AmericasLevin, 10xx XxxxxCohn, Ferris, Glovsky and Popeo, P.C., 600 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.”” The Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in the form of Warrant. (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second [third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or time)]1or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole LLPMintz, 1345 Avenue of the AmericasLevin, 10xx XxxxxCohn, Ferris, Glovsky and Popeo, P.C., 600 Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” The Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in the form of Warrant and in a warrant agency agreement, dated on or before the Closing Date, between the Company and Corporate Stock Transfer, Inc., as warrant agent (the “Warrant Agreement”). (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Gxxxxxxxx Traurig, LLP, 1345 Avenue of the AmericasMetLife Building, 10xx Xxxxx200 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery of and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the UnderwritersRepresentative. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (A) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m., Eastern time, on the second (2nd) Business Day (as defined below) following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Lucosky Xxxxxxxx LLP, 1345 101 Wood Avenue of the AmericasSouth, 10xx Xxxxx5 th Floor, Xxx Xxxx, Xxxxxxxxxx XX 00000 (“Representative Counsel”), or at such other place (or by electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities and the applicable Option Securities (as defined below) is called the “Closing Date.” (B) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the Representative) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below2.1.1) (or the third (3rd3rd ) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, 1345 Avenue of the Americas, 10xx 0 Xxxx Xxxxx, Xxx Xxxx00xx Xxxxx, XX Xxxxxx, Xxxxxxxxxx 00000 (“Representative Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery of and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the UnderwritersRepresentative. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3 rd ) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Blank Rome LLP, 1345 Avenue of the Americas, 10xx Xxxxx400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company,, at the offices of Ellenoff Gxxxxxxx & Schole Xxxxxxx Krooks LLP, 1345 Avenue of the Americas000 Xxxxx Xxxxxx, 10xx 00xx Xxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities Shares and Firm Warrants (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2ndor if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) Business Day under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m.hereof, Eastern time) or at such earlier other time and date as shall be agreed upon by the Representative and the CompanyCompany determine pursuant to Rule 15c6-1(a) under the Exchange Act, at the offices of Ellenoff Gxxxxxxx & Schole Lixxxxx Xrooks LLP, 1345 Avenue of the Americas, 10xx Xxxxx650 Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (“Representative Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour time and date of delivery of and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the UnderwritersRepresentative. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date signing of this Agreement (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement this Agreement is declared effective signed after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative Underwriter and the Company, at the offices of Ellenoff Gxxxxxxx Kxxxxxx & Schole LLPCxxxxxx, 1345 Avenue of the AmericasP.C., 10xx Xxxxx1000 X. Xxxx Street, Xxx XxxxSuite 1400, Two Jxxxx Xxxxxx, Xxxxxxxx, XX 00000 (“Representative Underwriter’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriter and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriter) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the UnderwritersUnderwriter. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriter may request in writing at least one full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative Underwriter for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx Loeb & Schole Loeb LLP, 1345 Avenue of the Americas, 10xx Xxxxx000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities Shares except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Gxxxxxxxx Txxxxxx, LLP, 1345 Avenue of the AmericasMetLife Building, 10xx Xxxxx200 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery of and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the UnderwritersRepresentative. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3 rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) this Agreement (or the third fourth (3rd4th) Business Day following the Effective Date date of this Agreement if the Registration Statement is declared effective Firm Securities are priced after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx Loeb & Schole Loeb LLP, 1345 Avenue of the Americas, 10xx Xxxxx405 300 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date of the Prospectus Supplement (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date date of the Prospectus Supplement if the Registration Statement is declared effective pricing for the Offering (as defined in Section 1.2.1 below) occurs after 4:01 p.m., Eastern time) time on the Effective Date), or at such earlier time as shall be agreed upon by the Representative Underwriter and the Company, at the offices of Ellenoff Gxxxxxxx Carmel, Xxxxxxx & Schole Xxxx LLP, 1345 Avenue of the Americas00 Xxxx 00xx Xxxxxx, 10xx 0xx Xxxxx, Xxx Xxxx, XX 00000 (“Representative Underwriter’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriter and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal federal (same day) fundsfunds (“Federal Funds”), payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriter) representing the Firm Securities Shares (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the UnderwritersUnderwriter. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative Underwriter may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative Underwriter for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) 2.1.1 below) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole Gxxxxxxxx Txxxxxx, LLP, 1345 Avenue of the AmericasThe MetLife Building, 10xx Xxxxx200 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2ndor if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) Business Day under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m.hereof, Eastern time) or at such earlier other time and date as shall be agreed upon by the Representative and the CompanyCompany determine pursuant to Rule 15c6-1(a) under the Exchange Act, at the offices of Ellenoff Gxxxxxxx & Schole Xxxxxxx Krooks LLP, 1345 Avenue of the Americas, 10xx Xxxxx000 Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (“Representative Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour time and date of delivery of and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the UnderwritersRepresentative. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) this Agreement (or the third (3rd) Business Day following the Effective Date date of this Agreement if the Registration Statement is declared effective pricing for the Offering (as defined in Section 2.1.1) occurs after 4:01 p.m., Eastern timetime on the date of this Agreement) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx & Schole McGuireWoods LLP, 1345 1251 Avenue of the AmericasAxxxxxxx, 10xx 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (“Representative Counsel”), or at such other place (or remotely by electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the Firm Shares via the Depository Trust Company (“DTC”) for the account of the Underwriters and certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”) or via a DWAC transfer), for the account of the UnderwritersWarrants. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Firm Securities Payment and Delivery. (Ai) Delivery and payment for the Firm Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second (2nd2rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Gxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxxxxx & Schole LLPXxxxx P.C., 1345 Avenue of the Americas000 Xxxxx Xxxxxx, 10xx 0xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the RepresentativeUnderwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) or via a DWAC transfer), for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm Securities or via delivery versus payment for the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.