Common use of Form of Payment; Deliveries Clause in Contracts

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the Company shall (A) cause VStock Transfer, LLC (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, (B) deliver to each Buyer a Pre-Funded Common Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Pre-Funded Common Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee, and (C) deliver to each Buyer a Common Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Common Warrant Shares as is set forth opposite such Buyer’s name in column (5) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4(i)) and (ii) the Company shall (A) cause VStock Transfer, LLC Issuer Direct Corporation (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer (x) a Pre-Funded Common Series A Warrant pursuant to which such Buyer shall have the right to initially acquire up to that aggregate number of Series A Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers and (y) a Series B Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Pre-Funded Common Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee, and (C) deliver to each Buyer a Common Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Common Series B Warrant Shares as is set forth opposite such Buyer’s name in column (5) of on the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4(j)) and (ii) the Company shall (A) cause VStock Transfer, LLC (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer (x) a Pre-Funded Common Series A Warrant pursuant to which such Buyer shall have the right to initially acquire up to that aggregate number of Series A Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers and (y) a Series B Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Pre-Funded Common Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee, and (C) deliver to each Buyer a Common Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Common Series B Warrant Shares as is set forth opposite such Buyer’s name in column (5) of on the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares, Initial Preferred Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4(j), if any) and, subject to receiving such payment, (ii) the Company shall (A) cause VStock Transfer, American Stock Transfer & Trust Company LLC (together with any subsequent transfer agent, the “"Transfer Agent”") through the Depository Trust Company (“"DTC”") Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer’s 's name in column (3) of the Schedule of Buyers to such Buyer’s 's or its designee’s 's balance account with DTC through its Deposit/Withdrawal at Custodian system, (B) deliver to each Buyer (x) evidence, reasonably satisfactory to such Buyer, that a Prebook-Funded Common entry representing the issuance of such aggregate number of Initial Preferred Shares as is set forth opposite such Buyer's name in column (4) of the Schedule of Buyers has been established on the books and records of the Company at the Transfer Agent, and (y) a Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Pre-Funded Common Warrant Preferred Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee, and (C) deliver to each Buyer a Common Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Common Warrant Shares as is set forth opposite such Buyer’s 's name in column (5) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Purchased Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) or made available through “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4(j)) and (ii) the Company shall (A) cause VStock Transfer, LLC Transhare Corporation (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Purchased Shares that each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian systemsystem or through DVP, and (B) deliver to each Buyer a Pre-Funded Common Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Pre-Funded Common Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee, and (C) deliver to each Buyer a Common Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Common Warrant Shares as is set forth opposite such Buyer’s name in column (5) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4(j)) and (ii) the Company shall (A) cause VStock TransferAmerican Stock Transfer & Trust Company, LLC (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer (x) a Pre-Funded Common Series A Warrant pursuant to which such Buyer shall have the right to initially acquire up to that aggregate number of Series A Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers and (y) a Series B Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Pre-Funded Common Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee, and (C) deliver to each Buyer a Common Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Common Series B Warrant Shares as is set forth opposite such Buyer’s name in column (5) of on the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the related Warrants to be issued and sold to such Buyer at the Closing, Closing by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) Company’s written wire instructions, and (ii) the Company shall (A) cause VStock Transfer, LLC Island Stock Transfer (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer ProgramProgram to credit, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers without restriction, to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system(“DWAC”) system such aggregate number of Common Shares that such Buyer is purchasing at such Closing as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers, (B) deliver to each Buyer a Pre-Funded Common Warrant warrant certificates, in the forms attached hereto as Exhibit A, Exhibit B, Exhibit C, Exhibit D and Exhibit E, pursuant to which such Buyer shall have the right to initially acquire up to such aggregate the number of Pre-Funded Common Warrant Shares as is set forth opposite such Buyer’s name in column columns ((4), (5), (6), (7) of and (8), respectively, on the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee, Buyers and (C) deliver to each Buyer a Common Warrant pursuant to which such Buyer shall have the right other documents, instruments and certificates set forth in Section 6. Notwithstanding anything to initially acquire up to such aggregate number of Common the contrary contained in the Warrants, all Warrant Shares as is set forth opposite such Buyer’s name in column (5) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designeeshall be delivered via DWAC.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4(j)) and (ii) the Company shall (A) cause VStock Transfer, LLC Securities Transfer Corporation (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer (x) a Pre-Funded Common Series A-1 Warrant pursuant to which such Buyer shall have the right to initially acquire up to that aggregate number of Series A-1 Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers, (y) a Series A-2 Warrant pursuant to which such Buyer shall have the right to initially acquire up to that aggregate number of Series A-2 Warrant Shares as is set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers and (z) a Series B Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Pre-Funded Common Series B Warrant Shares as is set forth opposite such Buyer’s name in column (46) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee, and (C) deliver to each Buyer a Common Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Common Warrant Shares as is set forth opposite such Buyer’s name in column (5) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common New Ordinary Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4(j)) and (ii) the Company shall (A) cause VStock Transfer, LLC Island Stock Transfer (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common New Ordinary Shares that each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, (B) update the register of members of the Company to appropriately record such issuance, and (C) deliver to each Buyer (x) a Pre-Funded Common Series A Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Pre-Funded Common Series A Warrant Shares as is set forth opposite such Buyer’s name in column (4) of on the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee, Buyers and (Cy) deliver to each Buyer a Common Series B Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Common Series B Warrant Shares as is set forth opposite such Buyer’s name in column (5) of on the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

Form of Payment; Deliveries. (i) On the Initial Closing Date, (iA) each Buyer shall pay its respective Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(i)) to the Company for the Common Initial Preferred Shares and the Warrants to be issued and sold to such Buyer at the Initial Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) Company’s written wire instructions and (iiB) the Company shall deliver to each Buyer (Ax) cause VStock Transfer, LLC (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Initial Preferred Shares that each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian systemBuyers, and (By) deliver to each Buyer a Pre-Funded Common Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Pre-Funded Common Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee, and (C) deliver to each Buyer a Common Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Common Warrant Shares as is set forth opposite such Buyer’s name in column (5) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee. (ii) On the applicable Additional Closing Date, (A) each Buyer participating in such Additional Closing shall pay its respective Additional Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(i)) to the Company for such aggregate number of Additional Preferred Shares to be issued and sold to such Buyer at such Additional Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions and (B) the Company shall deliver to each such applicable Buyer an Additional Preferred Shares in the aggregate original principal amount as is set forth opposite such Xxxxx’s name in column (4) of the Schedule of Buyers, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.