Common use of MECHANICS OF PURCHASE OF SHARES BY INVESTOR Clause in Contracts

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(e), 7 and 8, the closing of the purchase by the Investor of Shares during any Pricing Period (each, a "CLOSING") shall occur on the date which is three (3) Trading Days following the applicable Put Date (each, a "CLOSING DATE"). Prior to each Closing Date, (i) the Company shall deliver to the Escrow Agent pursuant to the Escrow Agreement, annexed hereto as Exhibit C, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor or deposit such Shares into the account(s) (with the Investor receiving confirmation that the Shares are in such account(s)) designated by the Investor for the benefit of the Investor and (ii) the Investor shall deliver to the Escrow Agent the Purchase Price to be paid for such Shares (after receipt of confirmation of delivery of such Shares), determined as aforesaid, by wire transfer. In lieu of delivering physical certificates representing the Common Stock and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Shares by crediting the account of the Investor's prime broker (which shall be specified by the Investor a reasonably sufficient time in advance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Escrow Agent of such delivery. In case of electronic delivery of shares, the Escrow Agent with arrange with the transfer agent to transfer the shares on Closing Date before transferring the Purchase Price to the Company.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(e2(f), 7 and 8, the closing of the purchase by the Investor of Shares during any Pricing Period or the Investor deeming a Put closed (each, a "CLOSINGClosing") shall occur on the date which is three no later than seven (37) Trading Days following the applicable Put Notice Date for each traunche or when the Investor deems a Put closed (each, each a "CLOSING DATEClosing Date"). Prior to On each Closing Date, (iI) the Company shall deliver to the Escrow Agent Investor pursuant to the Escrow this Agreement, annexed hereto as Exhibit C, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor or deposit such Shares into the account(s) (with the Investor receiving confirmation that the Shares are in such account(s)) designated by the Investor for the benefit of the Investor Investor; and (iiII) the Investor shall deliver to the Escrow Agent Company the Purchase Price to be paid for such Shares (after receipt of confirmation of delivery of such Shares), determined as aforesaid, by wire transferset forth in Sections 2(b) and 2(d). In lieu of delivering physical certificates representing the Common Stock and provided that Securities the Company's transfer agent then is participating in The Company may use the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use its commercially reasonable efforts to cause its program through it's transfer agent to electronically transmit the Shares Securities by crediting the account of the Investor's prime broker (which shall be specified by the Investor in a reasonably sufficient time in advance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. After receipt of confirmation of delivery of Shares to the Investor, the Investor, by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company, will disburse the funds constituting the Purchase Amount. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic loss to the Investor. After the Effective Date and as long as the Company receives the Put Settlement Sheet (Exhibit G) on or before 8:00 AM eastern on the day following the end of the Pricing Period, as compensation to the Investor for such loss, the Company agrees to pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date. The Amounts are not cumulative.): Late Payment for Each $10,000 of Number of Days Late Common Stock 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each business day late beyond 11 days The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages alleged by the Investor, and provide proof satisfactory to the Escrow Agent of such delivery. any Buy In case of electronic delivery of shares, the Escrow Agent with arrange with the transfer agent to transfer the shares on Closing Date before transferring the Purchase Price to the CompanyAdjustment Amount.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(e1(f), 7 6 and 87, the closing of the purchase by the Investor of Shares during any Pricing Period (each, a "CLOSING") shall occur on the date which is three eleven (311) Trading Days following the applicable Put Notice Date (each, or such other time or later date as is mutually agreed to by the Company and the Investor) (a "CLOSING DATE"). Prior to each Closing Date, (i) the Company shall deliver to the Escrow Agent Xxxxxx X. XxXxxxx ("ESCROW AGENT") pursuant to the Escrow Agreement, annexed hereto as Exhibit CF, certificates representing the Shares (and Common Stock underlying Warrants that may be issuable upon exercise pursuant to the terms of this Agreement) to be issued to the Investor on such date and registered in the name of the Investor Investor, or in street name as may be requested by Investor, or deposit such Shares into the account(s) (with the Investor receiving confirmation that the Shares are in such account(s)) designated by the Investor for the benefit of the Investor and (ii) the Investor shall deliver to the Escrow Agent the Purchase Price to be paid for such Shares (after receipt of confirmation of delivery of such Shares), determined as aforesaid, by wire transfer. In lieu addition, each of delivering the Company and the Investor shall deliver all documents, instruments and writings required to be delivered by either of them to the Escrow Agent pursuant to this Agreement at or prior to each Closing. In the alternative to physical delivery of certificates representing the for Common Stock and provided that to the Company's transfer agent then is participating in Escrow Agent, if delivery of the Shares may be effectuated by electronic book-entry through The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program), upon request then delivery of the InvestorShares pursuant to such purchase shall, the Company shall use its commercially reasonable efforts to cause its unless requested otherwise by such Investor (or holder of such Shares), settle by book-entry transfer agent to electronically transmit the Shares by crediting the account of the Investor's prime broker (which shall be specified through DTC by the Investor a reasonably sufficient time in advance) Closing Date. The parties agree to coordinate with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Escrow Agent of such delivery. In case of electronic delivery of shares, the Escrow Agent with arrange with the transfer agent to transfer the shares on Closing Date before transferring the Purchase Price to the Companyaccomplish this objective.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the ------------------------------------------------- satisfaction of the conditions set forth in Sections 2(e1(f), 7 6 and 87, the closing of the purchase by the Investor of Shares during any Pricing Period (each, a "CLOSING") shall occur on the date which is three eleven (311) Trading Days following the applicable Put Notice Date (each, or such other time or later date as is mutually agreed to by the Company and the Investor) (a "CLOSING DATE"). Prior to each Closing Date, (i) the The Company shall deliver to the Escrow Agent pursuant to the Joseph B. LaRocco ("ESCROW AGENX") xxxxxxxx xx xhe Escrow Agreement, annexed hereto as Exhibit CF, certificates representing the Shares (and Common Stock underlying Warrants that may be issuable pursuant to the terms of this Agreement) to be issued to the Investor on such date and registered in the name of the Investor Investor, or in street name as may be requested by Investor, or deposit such Shares into the account(s) (with the Investor receiving confirmation that the Shares are in such account(s)) designated by the Investor for the benefit of the Investor and (ii) the Investor shall deliver to the Escrow Agent the Purchase Price to be paid for such Shares (after prior to or upon receipt of confirmation of delivery of such Sharesthat the Shares have been delivered to the Escrow Agent), determined as aforesaid, by wire transfer. In lieu addition, each of delivering the Company and the Investor shall deliver all documents, instruments and writings required to be delivered by either of them to the Escrow Agent pursuant to this Agreement at or prior to each Closing. In the alternative to physical delivery of certificates representing the for Common Stock and provided that to the Company's transfer agent then is participating in Escrow Agent, if delivery of the Shares may be effectuated by electronic book-entry through The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program), upon request then delivery of the InvestorShares pursuant to such purchase shall, the Company shall use its commercially reasonable efforts to cause its unless requested otherwise by such Investor (or holder of such Shares), settle by book-entry transfer agent to electronically transmit the Shares by crediting the account of the Investor's prime broker (which shall be specified through DTC by the Investor a reasonably sufficient time in advance) Closing Date. The parties agree to coordinate with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Escrow Agent of such delivery. In case of electronic delivery of shares, the Escrow Agent with arrange with the transfer agent to transfer the shares on Closing Date before transferring the Purchase Price to the Companyaccomplish this objective.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject Within (1) one Trading Day following a Put Notice Delivery Date, subject to the satisfaction of the conditions set forth in Sections 2(e)0 and 7 of this Agreement, 7 if the Company’s transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program and 8that the Securities are eligible for inclusion in the FAST program, the closing Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities to be issued to the Investor on such date by crediting the account of the purchase Investor’s prime broker (as specified by the Investor of Shares during any Pricing Period (each, in a "CLOSING"Put Settlement Sheet) shall occur with DTC through its DWAC service. If the Company is not DWAC eligible or the Company is under DTC “chill” on the date which is three (3) Trading Days following the applicable Put Date (each, a "CLOSING DATE"). Prior to each such Closing Date, (i) the Company shall deliver to the Escrow Agent Investor pursuant to the Escrow this Agreement, annexed hereto as Exhibit C, certificates representing the Shares Securities to be issued to the Investor on such date and registered in the name of the Investor or deposit such Shares into (the account(s) “Certificate”). The closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period (with each a “Closing Date”), whereby Investor shall deliver the Investor receiving confirmation that the Shares are in such account(s)) Investment Amount, by wire transfer of immediately available funds to an account designated by the Investor for the benefit Company. In addition, on or prior to such Closing Date, each of the Investor Company and (ii) the Investor shall deliver to the Escrow Agent the Purchase Price each other all documents, instruments and writings required to be paid for such Shares (after receipt delivered or reasonably requested by either of confirmation of delivery of such Shares), determined as aforesaid, by wire transfer. In lieu of delivering physical certificates representing them pursuant to this Agreement in order to implement and effect the Common Stock and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Shares by crediting the account of the Investor's prime broker (which shall be specified by the Investor a reasonably sufficient time in advance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Escrow Agent of such delivery. In case of electronic delivery of shares, the Escrow Agent with arrange with the transfer agent to transfer the shares on Closing Date before transferring the Purchase Price to the Companytransactions contemplated herein.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(e2(f), 7 and 8, the closing of the purchase by the Investor of Shares during any Pricing Period (each, a "CLOSINGClosing") shall occur on the date which is three no later than seven (37) Trading Days following the applicable Put Notice Date (each, each a "CLOSING DATEClosing Date"). Prior to each Closing Date, (iI) the Company shall deliver to the Escrow Agent Investor pursuant to the Escrow this Agreement, annexed hereto as Exhibit C, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor or deposit such Shares into the account(s) (with the Investor receiving confirmation that the Shares are in such account(s)) designated by the Investor for the benefit of the Investor Investor; and (iiII) the Investor shall deliver to the Escrow Agent Company the Purchase Price to be paid for such Shares (after receipt of confirmation of delivery of such Shares), determined as aforesaid, by wire transferset forth in Sections 2(b) and 2(d). In lieu of delivering physical certificates representing the Common Stock Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Shares Securities by crediting the account of the Investor's prime broker (which shall be specified by the Investor a reasonably sufficient time in advance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory . The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic loss to the Escrow Agent Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to pay late payments to the Investor for late issuance of such delivery. In case of electronic Securities (delivery of shares, Securities after the Escrow Agent with arrange applicable Closing Date) in accordance with the transfer agent to transfer the shares on Closing Date before transferring the Purchase Price to the Company.following

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(e2(f), 7 and 8, the closing of the purchase by the Investor of Shares during any Pricing Period (each, a "CLOSING") shall occur on the date which is three thirteen (313) Trading Days following the applicable Put Notice Date (each, a "CLOSING DATE"). Prior to each Closing Date, (i) the Company shall deliver to the Escrow Agent pursuant to the Escrow Agreement, annexed hereto as Exhibit C, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor or deposit such Shares into the account(s) (with the Investor receiving confirmation that the Shares are in such account(s)) designated by the Investor for the benefit of the Investor and (ii) the Investor shall deliver to the Escrow Agent the Purchase Price to be paid for such Shares (after receipt of confirmation of delivery of such Shares), determined as aforesaid, by wire transfer. In lieu of delivering physical certificates representing the Common Stock and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Shares by crediting the account of the Investor's prime broker (which shall be specified by the Investor a reasonably sufficient time in advance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Escrow Agent of such delivery. In case The Company understands that a delay in the issuance of electronic delivery of sharesShares beyond the Closing Date could result in economic loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Escrow Agent with arrange Company agrees to pay late payments to the Investor for late issuance of Shares in accordance with the transfer agent following schedule (where "NO. OF DAYS LATE" is defined as the number of days beyond the Closing Date): Late Payment For Each No. of Days Late $10,000 of Common Stock ---------------- ----------------------- 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit the Investor's right to transfer pursue actual damages for the shares on Closing Date before transferring Company's failure to issue and deliver the Purchase Price Shares to the CompanyInvestor, except that such late payments shall constitute payment for and offset any such actual damages alleged by the Investor, including any Buy In Adjustment Amount.

MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2(e2(E), 7 and 84and 5, the closing of the purchase by the Investor of Shares during any Pricing Period (each, a "CLOSINGClosing") shall occur on the date which is three no later than two (32) Trading Days following the applicable end of the Pricing Period (the "Closing Date") unless the Put Date (eachis revoked by the Company, a "CLOSING DATE")in writing, prior to the Closing. Prior to each On or before the Closing Date, (iI) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B); and (II) the Company shall deliver to the Escrow Agent Investor pursuant to the Escrow this Agreement, annexed hereto as Exhibit C, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor or deposit such Shares into the account(s) (with the Investor receiving confirmation that the Shares are in such account(s)) designated by the Investor for the benefit of the Investor and (ii) the Investor shall deliver to the Escrow Agent the Purchase Price to be paid for such Shares (after receipt of confirmation of delivery of such Shares), determined as aforesaid, by wire transferInvestor. In lieu of delivering physical certificates representing the Common Stock Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use its all commercially reasonable efforts to cause its transfer agent to electronically transmit the Shares Securities by crediting the account of the Investor's prime broker (which shall be as specified by the Investor a reasonably sufficient time in advanceadvance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and . The Company will place in escrow an amount of shares of common stock equal to 9.99% of their outstanding shares on the day the registration statement is declared effective (Investor Shares). The Investor will be able to draft shares from this escrow to fund the shares in the previous paragraph. If the Company fails to provide proof satisfactory to the Escrow Agent of such delivery. In case of electronic delivery of escrow shares, the Escrow Agent with arrange with the transfer agent to transfer the or replenish those shares on Closing Date before transferring the Purchase Price to the Companyafter a draw down, this agreement and all associated agreements will immediately terminate.