Common use of Payment and Delivery of Securities Clause in Contracts

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities shall be made 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 2.1.1 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 Lucosky Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 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.” (ii) 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 Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) 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) 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities Units and/or Pre-Funded Units shall be made at 10:00 a.m., Eastern time, on the second first (2nd1st) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 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 or later time as shall be agreed upon by the Representative Underwriter and the Company, at the offices of Lucosky Xxxxxxxx LLP, 000 00 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx XX 00000, Attn. Xxxxxx Xxxxxxx (“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 Units and/or Pre-Funded Units (as applicable) is called the “Closing Date.” (ii) Payment for the Firm Securities Units and/or Pre-Funded Units 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 UnderwritersUnderwriter) representing the Firm Securities Units and/or Pre-Funded Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the UnderwritersUnderwriter. The Firm Securities Units and/or Pre-Funded Units shall be registered in such name or names and in such authorized denominations as the Representative Underwriter may request in writing at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities Units and/or Pre-Funded Units except upon tender of payment by the Representative Underwriter for all of the Firm SecuritiesUnits and/or Pre-Funded Units. The term “Business Day” means any day other than Saturday, Sunday Sunday, or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities shall be made 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 2.1.1 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 Lucosky Xxxxxxxx Nxxxxx Xxxxxxx Xxxxx & Sxxxxxxxxxx LLP, 000 Xxxx 100 Xxxxxxxxxxxx Xxxxxx XxxxxXX, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000, 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.” (ii) 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 Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) 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) 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities shall be made 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 2.1.1 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 Lucosky Xxxxxxxx Kxxxxx Xxxx & Wxxxxx LLP, 000 100 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx, XxxxxxxxxxXxx Xxxx, Xxx Xxxxxx 00000, 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.” (ii) 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 Underwriters) representing the Firm Securities (Securities, or through the facilities of the Depository Trust Company (“DTC”)) 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) 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-stay at home,” ”, “shelter-in-place,” ”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities shall be made 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 2.1.1 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 Lucosky Xxxxxxxx Hxxxx Lovells US LLP, 000 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxx300 Xxxxxxx Xxxxxx, Xxx Xxxxxx 00000Xxxx, 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.” (ii) 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 Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) 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) 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities shall be made 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 2.1.1 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 Lucosky Xxxxxxxx LLPJolie Xxxx, 000 Xxxx Xxxxxx XxxxxEsq., Xxxxxxxxxx00 X. 00xx Xxxxxx, 00xx xxxxx, Xxx Xxxxxx 00000Xxxx, 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.” (ii) 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 Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) 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) 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities shall be made 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 2.1.1 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 Lucosky Xxxxxxxx LLPJolie Kxxx, 000 Xxxx Xxxxxx XxxxxEsq. 10 X. 00xx Xxxxxx, Xxxxxxxxxx00xx xxxxx, Xxx Xxxxxx 00000Xxxx, 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.” (ii) 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 Underwriters) representing the Firm Securities (Securities, or through the facilities of the Depository Trust Company (“DTC”)) 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) 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-stay at home,” ”, “shelter-in-place,” ”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities shall be made 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 2.1.1 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 Lucosky Xxxxxxxx Sxxxxx & Kxxxxx LLP, 000 Oxx Xxxxxxx Xxxx Xxxxxx Xxxxx, XxxxxxxxxxXxx Xxxx, Xxx Xxxxxx 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.” (ii) 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 Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) 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) 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities shall be made at 10:00 a.m., Eastern time, on the second first (2nd1nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the third second (3rd2rd) 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 Lucosky Xxxxxxxx Bxxxxxxx LLP, 000 10 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx XX 00000, Attn. Jxxxxx Xxxxxxx (“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.” (ii) 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 Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) 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) 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment Payment for the Firm Initial Securities to be sold by the Company shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery of such Initial Securities for the respective accounts of the several Underwriters. Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of Sidley Austin LLP, 700 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., Eastern time, on January 12, 2021, or at such other time on the same or such other date, not later than January 12, 2021, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Option Securities shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery of such Option Securities for the respective accounts of the several Underwriters at 10:00 a.m., Eastern time, on the second (2nd) Business Day following date specified in the effective date (the “Effective Date”) of the Registration Statement (as defined corresponding notice described in this Section 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 Lucosky Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, (“Representative Counsel”), 2 or at such other place (time on the same or remotely by facsimile or on such other electronic transmission) date, in any event not later than January 20, 2021, as shall be agreed upon designated in writing by the Representative Representatives. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for and to make payment of the purchase price for the Initial Securities and the CompanyOption Securities, if any, which it has agreed to purchase. The hour Representatives, individually and date of delivery and payment for the Firm Securities is called the “Closing Date.” (ii) 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 Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) for the account not as a representative 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) Business Day prior to the Closing Date. The Company , may, but shall not be obligated to, make payment of the purchase price for the Initial Securities or the Option Securities, if any, to sell or deliver the Firm Securities except upon tender of payment be purchased by any Underwriter whose funds have not been received by the Representative for all of Closing Date or the Firm Securities. The term “Business Day” means any day other than Saturdayapplicable Option Closing Date, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; providedas the case may be, however, for clarification, commercial banks but such payment shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on relieve such dayUnderwriter from its obligations hereunder.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities shall be made 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 2.1.1 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 Lucosky Xxxxxxxx Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP, 000 Xxxx Xxxxxxxxxxxx Xxxxxx XxxxxXX, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000, 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.”” ​ (ii) 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 Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) 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) 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery Payment of the purchase price for, and payment for delivery of certificates for, the Firm Initial Securities shall be made at 10:00 a.m.the offices of Pillsbury Winthrop LLP, Eastern timeNew York, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 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.New York, Eastern time) or at such earlier time other place as shall be agreed upon by the Representative Underwriters and the Company, at 9:00 a.m. (New York City time) on the offices of Lucosky Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, (“Representative Counsel”)fourth business day after the date hereof, or at such other place (or remotely by facsimile or other electronic transmission) time not later than ten business days after such date as shall be agreed upon by the Representative Underwriters and the Company. The hour Company (such time and date of payment and delivery and payment for the Firm Securities is being herein called the “Closing Date.” (ii) Payment for ). In addition, in the Firm event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Underwriters and the Company, on each Date of Delivery as specified in the Closing Date written notice from the Underwriters to the Company. Payment shall be made to the Company by wire transfer in Federal (same day) fundsof immediately available funds to a bank account designated by the Company, payable against delivery to X.X. Xxxxxx Securities Inc. Incorporated for the order respective accounts of the Company upon delivery Underwriters of certificates for the certificates (Securities to be purchased by them in book-entry form and substance satisfactory to the Underwriters) representing the Firm Securities (or through the facilities of the The Depository Trust Company (“DTC”)) . It is understood that each Underwriter has authorized X.X. Xxxxxx Securities Inc. to execute this Agreement on its behalf, to the extent applicable, and, for its account, to accept delivery of, receipt for, and make payment of the account purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. X.X. Xxxxxx Securities Inc., individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date or any Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Firm Securities shall to be registered purchased by each Underwriter hereunder will be represented by one or more definitive global Securities in such name book-entry form, which will be deposited by or names on behalf of the Company with DTC or its designated custodian. The certificates for the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Underwriters in such authorized denominations as New York City not later than 10:00 a.m. (New York City time) on the Representative may request in writing at least one (1) Business Day 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” Date or any other similar orders or restrictions or the closure Date of any physical branch locations at the direction of any governmental authority so long Delivery, as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such daycase may be.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities Shares shall be made 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 2.1.1 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 Lucosky Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 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 Shares is called the “Closing Date.” (ii) Payment for the Firm Securities Shares 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 Underwriters) representing the Firm Securities Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Securities Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1) 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 SecuritiesShares. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities shall be made 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 2.1.1 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 Lucosky Ellenoff Xxxxxxxx & Schole LLP, 000 Xxxx 0000 Xxxxxx Xxxxx, Xxxxxxxxxxxx xxx Xxxxxxxx, Xxx Xxxxxx 00000Xxxx, 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.” (ii) 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 Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) 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) 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery Payment of the purchase price for, and payment for delivery of certificates for, the Firm Initial Securities shall be made at 10:00 a.m.the offices of Thelen Reid & Priest LLP, Eastern timeNew York, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 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.New York, Eastern time) or at such earlier other place xx xxxxx xx agreed upon by the Underwriters and the Company, at 9:00 a.m. (New York City time) on the third business day after the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representative Underwriters and the CompanyCompany (such time and date of payment and delivery being herein called the CLOSING DATE). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the offices of Lucosky Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, (“Representative Counsel”)above-mentioned offices, or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company, on each Date of Delivery as specified in the written notice from the Underwriters to the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (ii) Payment for the Firm Securities shall be made on to the Closing Date Company by wire transfer in Federal (same day) fundsof immediately available funds to a bank account designated by the Company, payable against delivery to Goldman, Sachs & Co. for the order respective accounts of the Company upon delivery of Underwriters xx xxxxificates for the certificates (Securities to be purchased by them in book-entry form and substance satisfactory to the Underwriters) representing the Firm Securities (or through the facilities of the The Depository Trust Company (“DTC”). It is understood that each Underwriter has authorized Goldman, Sachs & Co. to execute this Agreement on its behalf and, for xxx xxcoxxx, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Goldman, Sachs & Co., individually and not as representative of the Uxxxxxxxters, may (but shall not be obligated to) make payment of the purchase price for the account Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date or any Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Securities in book-entry form, which will be deposited by or on behalf of the UnderwritersCompany with DTC or its designated custodian. The Firm certificates for the Initial Securities shall and the Option Securities, if any, will be registered made available for examination and packaging by the Underwriters in such name or names and in such authorized denominations as New York City not later than 10:00 a.m. (New York City time) on the Representative may request in writing at least one (1) Business Day 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” Date or any other similar orders or restrictions or the closure Date of any physical branch locations at the direction of any governmental authority so long Delivery, as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such daycase may be.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities shall be made 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 2.1.1 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 Lucosky Xxxxxxxx Kxxxxx Xxxx & Wxxxxx LLP, 000 100 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx, XxxxxxxxxxXxx Xxxx, Xxx Xxxxxx 00000, 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.” (ii) 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 Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) 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) 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-stay at home,” ”, “shelter-in-place,” ”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities shall be made 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 2.1.1 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 Lucosky Xxxxxxxx LLP, 000 00 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx XX 00000, Attn. Xxxxxx Xxxxxxx (“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.” (ii) 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 Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) 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) 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. The term “Business Day” means any day other than Saturday, Sunday Sunday, or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee,” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities shall be made 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 2.1.1 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 Lucosky Xxxxxxxx Hxxxx Lovells US LLP, 000 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxx300 Xxxxxxx Xxxxxx, Xxx Xxxxxx 00000Xxxx, 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.” (ii) 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 Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) 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) 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities shall be made 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 2.1.1 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 or later time as shall be agreed upon by the Representative and the Company, at the offices of Lucosky Xxxxxxxx LLP, 000 00 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx XX 00000, Attn. Xxxxxx Xxxxxxx (“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.” (ii) 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 Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) 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) 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. The term “Business Day” means any day other than Saturday, Sunday Sunday, or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee,” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery Payment of the purchase price for, and payment for delivery of certificates for, the Firm Initial Securities shall be made at 10:00 a.m.the offices of Pillsbury Winthrop LLP (UNDERWRITERS' COUNSEL), Eastern timeXxx Xxxxxxx Xxxx Xxxxx, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 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.Xxx Xxxx, Eastern time) Xxx Xxxx 00000, or at such earlier time other place as shall be agreed upon by the Representative Underwriters and the Company, at 9:00 a.m. (New York City time) on the offices of Lucosky Xxxxxxxx LLPthird (fourth, 000 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, if the pricing occurs after 4:30 p.m. (“Representative Counsel”)New York City time) on any given day) business day after the date hereof, or at such other place (or remotely by facsimile or other electronic transmission) time not later than ten business days after such date as shall be agreed upon by the Representative Underwriters and the Company. The hour Company (such time and date of payment and delivery and payment for the Firm Securities is being herein called the “Closing Date.” (ii) Payment for CLOSING DATE). In addition, in the Firm event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Underwriters and the Company, on each Date of Delivery as specified in the written notice from the Underwriters to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to ______________ for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized ____________ to execute this Agreement on its behalf and, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. _______________, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date by wire transfer in Federal (same day) fundsor any Date of Delivery, payable to as the order of the Company upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. Certificates for the account of Initial Securities and the Underwriters. The Firm Securities Option Securities, if any, shall be in such denominations and registered in such name or names and in such authorized denominations as the Representative Underwriters may request in writing at least one full business day before the Closing Date or any Date of Delivery, as the case may be. The certificates for the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Underwriters in New York City not later than 10:00 a.m. (1New York City time) Business Day on the 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” Date or any other similar orders or restrictions or the closure Date of any physical branch locations at the direction of any governmental authority so long Delivery, as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such daycase may be.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities Shares shall be made at 10:00 a.m., Eastern time, on the second first (2nd1st) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 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 Lucosky Xxxxx Xxxxxxxx Xxxxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx Xxxxx00 Xxxxxxx Xxxxxx, XxxxxxxxxxXxxxx 0000, Xxx Xxxxxx 00000Xxxxxxxxx, 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 Shares is called the “Closing Date.” (ii) Payment for the Firm Securities Shares 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 Underwriters) representing the Firm Securities Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Securities Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1) 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 SecuritiesShares. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities Units and/or Pre-Funded Units shall be made at 10:00 a.m., Eastern time, on the second first (2nd1st) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 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 or later time as shall be agreed upon by the Representative Underwriter and the Company, at the offices of Lucosky Xxxxxxxx LLP, 000 00 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx XX 00000, Attn. Xxxxxx Xxxxxxx (“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 Units and/or Pre-Funded Units (as applicable) is called the “”Closing Date.” (ii) Payment for the Firm Securities Units and/or Pre-Funded Units 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 UnderwritersUnderwriter) representing the Firm Securities Units and/or Pre-Funded Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the UnderwritersUnderwriter. The Firm Securities Units and/or Pre-Funded Units shall be registered in such name or names and in such authorized denominations as the Representative Underwriter may request in writing at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities Units and/or Pre-Funded Units except upon tender of payment by the Representative Underwriter for all of the Firm SecuritiesUnits and/or Pre-Funded Units. The term “Business Day” means any day other than Saturday, Sunday Sunday, or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities Shares, Pre-Funded Warrants, Firm Series A Warrants and Firm Series B Warrants shall be made 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 2.1.1 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 Lucosky Xxxxxxxx Bxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx100 Xxxxxxxx, XxxxxxxxxxXxxxx 000, Xxx Xxxxxx Xxxx, Xxx Xxxx 00000, (“Representative Counsel”), or at such other place (or remotely by facsimile e-mail 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 Shares, Pre-Funded Warrants, Firm Series A Warrants and Firm Series B Warrants is called the “Closing Date.” (ii) Payment for the Firm Securities Shares, Pre-Funded Warrants, Firm Series A Warrants and Firm Series B Warrants shall be made by the Representative 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 reasonably satisfactory to the Underwriters) representing the Firm Securities Shares, Pre-Funded Warrants, Firm Series A Warrants and Firm Series B Warrants (or through the facilities of the Depository Trust Company (“DTC”)) as to the Firm Shares) for the account of the Underwriters. The Firm Securities Shares, Pre-Funded Warrants, Firm Series A Warrants and Firm Series B Warrants shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities Shares, Pre-Funded Warrants, Firm Series A Warrants and Firm Series B Warrants except upon tender of payment by the Representative for all of the Firm SecuritiesShares, Pre-Funded Warrants, Firm Series A Warrants and Firm Series B Warrants. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Payment and Delivery of Securities. (i) Delivery and payment for the Firm Securities shall be made 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 2.1.1 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 Lucosky Xxxxxxxx Sheppard, Mullin, Xxxxxxx & Hampton LLP, 000 Xxxx Xxxxxx 00 Xxxxxxxxxxx Xxxxx, Xxxxxxxxxx00xx Xxxxx, Xxx Xxxxxx 00000Xxxx, 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.” (ii) 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 Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) 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 two (12) full Business Day 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. The term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.