Common use of Placement Share Payment and Delivery Clause in Contracts

Placement Share Payment and Delivery. (i) Prior to the Closing Date (as defined below), (i) each Purchaser will execute a Subscription Agreement and deliver it to the Underwriter for forwarding to the Company; (ii) the Company will execute each such Subscription Agreement and will forward a copy thereof to the Escrow Agent; (iii) each Purchaser will transfer to the Escrow Account funds in an amount equal to the Purchase Price multiplied by the number of Securities to which such Purchaser has subscribed; (iv) in the event that the Underwriter or any subagent receives subscription funds, such funds will be promptly transmitted to the Escrow Account in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended; and (v) the Escrow Agent will notify the Company and the Underwriter promptly in writing when the balance of the Escrow Account contains at least the Minimum Amount. (ii) If the Escrow Agent shall have received at least the Minimum Amount on or before 5:00 p.m., New York City time, on May 31, 2018 (the “Termination Date”), the Escrow Agent will release the balance of the Escrow Account for collection by the Company and the Underwriter as provided in the Escrow Agreement and the Company shall deliver the Securities being purchased on the Closing Date to Underwriter, through the facilities of the Depository Trust Company (“DTC”), and such Securities shall be registered in such name or names and shall be in such denominations, as the Underwriter may request by written notice to the Company at least two (2) full Business Days prior to the Closing (the “Closing”). The cost of original issue tax stamps and other transfer taxes, if any, in connection with the issuance and delivery of the Securities by the Company to the respective Purchasers shall be borne by the Company. The date on which the Escrow Agent releases the balance of the Escrow Account for collection by the Company and the Underwriter against delivery of the Securities to the Underwriter as described above, is hereinafter referred to as the “Closing Date.” The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Placement Share Payment and Delivery. (i) Prior to Delivery and payment for the Closing Date Placement Shares shall be made at 10:00 a.m., Eastern time, on the third (3rd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the fourth (4th) 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 Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, 60 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (“Representative Counsel”), or at such other place (ior remotely by facsimile or other electronic transmission) each Purchaser will execute a Subscription Agreement as shall be agreed upon by the Representative and deliver it to the Underwriter for forwarding to the Company; (ii) . The hour and date of delivery and payment for the Company will execute each such Subscription Agreement and will forward a copy thereof to Placement Shares is called the Escrow Agent; (iii) each Purchaser will transfer to the Escrow Account funds in an amount equal to the Purchase Price multiplied by the number of Securities to which such Purchaser has subscribed; (iv) in the event that the Underwriter or any subagent receives subscription funds, such funds will be promptly transmitted to the Escrow Account in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended; and (v) the Escrow Agent will notify the Company and the Underwriter promptly in writing when the balance of the Escrow Account contains at least the Minimum Amount“Closing Date.” (ii) If Payment for the Escrow Agent Placement Shares shall have received at least the Minimum Amount on or before 5:00 p.m., New York City time, on May 31, 2018 (the “Termination Date”), the Escrow Agent will release the balance of the Escrow Account for collection by the Company and the Underwriter as provided in the Escrow Agreement and the Company shall deliver the Securities being purchased be made on the Closing Date by wire transfer in Federal (same day) funds, payable to Underwriter, the order of the Company upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Placement Shares (or through the facilities of the Depository Trust Company (“DTC”), and such Securities ) for the account of the Underwriters. The Placement Shares shall be registered in such name or names and shall be in such denominations, authorized denominations as the Underwriter Representative may request by written notice to the Company in writing at least two (2) full Business Days prior to the Closing (the “Closing”)Date. The cost Company shall not be obligated to sell or deliver the Placement Shares except upon tender of original issue tax stamps and other transfer taxes, if any, in connection with payment by the issuance and delivery Representative for all of the Securities by the Company to the respective Purchasers shall be borne by the CompanyPlacement Shares. The date on which the Escrow Agent releases the balance of the Escrow Account for collection by the Company and the Underwriter against delivery of the Securities to the Underwriter as described above, is hereinafter referred to as the “Closing Date.” The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Placement Share Payment and Delivery. (i) Prior to the Closing Date (as defined below), (i) each Purchaser will execute a Subscription Agreement and deliver it to the Underwriter for forwarding to the Company; (ii) the Company will execute each such Subscription Agreement and will forward a copy thereof to the Escrow Agent; (iii) each Purchaser will transfer to the Escrow Account funds in an amount equal to the Purchase Price multiplied by the number of Securities to which such Purchaser has subscribed; (iv) in the event that the Underwriter or any subagent receives subscription funds, such funds will be promptly transmitted to the Escrow Account in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended; and (v) the Escrow Agent will notify the Company and the Underwriter promptly in writing when the balance of the Escrow Account contains at least the Minimum Amount. (ii) If the Escrow Agent shall have received at least the Minimum Amount on or before 5:00 p.m., New York City time, on May 31, 2018 (the “Termination Date”), the Escrow Agent will release the balance of the Escrow Account for collection by the Company and the Underwriter as provided in the Escrow Agreement and the Company shall deliver the Securities being purchased on the Closing Date to Underwriter, through the facilities of the Depository Trust Company (“DTC”), and such Securities shall be registered in such name or names and shall be in such denominations, as the Underwriter may request by written notice to the Company at least two (2) full Business Days prior to the Closing (the “Closing”). The cost of original issue tax stamps and other transfer taxes, if any, in connection with the issuance and delivery of the Securities by the Company to the respective Purchasers shall be borne by the Company. The date on which the Escrow Agent releases the balance of the Escrow Account for collection by the Company and the Underwriter against delivery of the Securities to the Underwriter as described above, is hereinafter referred to as the “Closing Date.” The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Placement Share Payment and Delivery. (i) Prior The Placement Shares, in the form of Class A ordinary shares, will be delivered by the Company to the Investors against payment of the Purchase Price therefor at the offices of Ortoli Rosenstadt LLP, 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 (the “Underwriter Counsel”), at 10:00 a.m. Eastern time, on the second (2nd) Business Day after the date (each, a “Closing Date”) on which notice (each, a “Closing Notice”) requesting that the Offering be closed has been delivered by the Company and by the Underwriter to [Escrow Agent] pursuant to the Escrow Deposit Agreement (the “Escrow Agreement”). The Closing Notice may be delivered at any time pursuant to the Escrow Agreement. The Closing Date shall be no later than [90] days from the effective date (the “Effective Date”) of the Registration Statement (as defined below) (the “Initial Termination Date”), (i) each Purchaser will execute a Subscription Agreement and deliver it to the Underwriter for forwarding to the Company; (ii) the Company will execute each such Subscription Agreement and will forward a copy thereof to the Escrow Agent; (iii) each Purchaser will transfer to the Escrow Account funds in an amount equal to the Purchase Price multiplied unless extended by the number of Securities to which such Purchaser has subscribed; (iv) in the event that the Underwriter or any subagent receives subscription funds, such funds will be promptly transmitted to the Escrow Account in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended; and (v) the Escrow Agent will notify the Company and the Underwriter promptly in writing when for an additional [60] days (the balance of “Final Termination Date,” and collectively with the Escrow Account contains at least the Minimum Amount. (ii) If the Escrow Agent shall have received at least the Minimum Amount on or before 5:00 p.m.Initial Termination Date, New York City time, on May 31, 2018 (the “Termination Date”), . One or more closings may be conducted prior to the Escrow Agent will release Termination Date. (ii) Payment for the balance of the Escrow Account for collection by the Company and the Underwriter as provided in the Escrow Agreement and the Company Placement Shares shall deliver the Securities being purchased 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 Underwriter, ) representing the Placement Shares (or through the facilities of the Depository Trust Company (“DTC”), and such Securities ) for the account of the Investors. The Placement Shares shall be registered in such name or names of the Investors and shall be in such denominations, authorized denominations as the Underwriter may request by written notice to the Company at least two (2) full Business Days in writing prior to the Closing (the “Closing”)Date. The cost Company shall not be obligated to sell or deliver the Placement Shares except upon tender of original issue tax stamps and other transfer taxes, if any, in connection with payment by the issuance and delivery Investors for all of the Securities by the Company to the respective Purchasers shall be borne by the Company. The date on which the Escrow Agent releases the balance of the Escrow Account for collection by the Company and the Underwriter against delivery of the Securities to the Underwriter as described above, is hereinafter referred to as the “Closing DatePlacement Shares.” The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Placement Share Payment and Delivery. (i) Prior The Placement Shares will be delivered by the Company to the Investors against payment of the Purchase Price therefor at the offices of Xxxxxxxx Xxxxxxx & Citron LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the “Underwriter Counsel”), at 10:00 a.m. Eastern time, on the second (2nd) Business Day after the date (each, a “Closing Date”) on which notice (each, a “Closing Notice”) requesting that the Offering be closed has been delivered by the Company and by the Underwriter to Continental Stock Transfer & Trust Company (the “Escrow Agent”) pursuant to a Stock Escrow Agreement (the “Escrow Agreement”). The Closing Notice may be delivered at any time pursuant to the terms of the Escrow Agreement. The Closing Date shall be no later than [__________, 2023] of the Registration Statement (as defined below) (the “Initial Termination Date”), (i) each Purchaser will execute a Subscription Agreement and deliver it to the Underwriter for forwarding to the Company; (ii) the Company will execute each such Subscription Agreement and will forward a copy thereof to the Escrow Agent; (iii) each Purchaser will transfer to the Escrow Account funds in an amount equal to the Purchase Price multiplied unless extended by the number of Securities to which such Purchaser has subscribed; (iv) in the event that the Underwriter or any subagent receives subscription funds, such funds will be promptly transmitted to the Escrow Account in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended; and (v) the Escrow Agent will notify the Company and the Underwriter promptly in writing when for an additional 90 days (the balance of “Final Termination Date,” and collectively with the Escrow Account contains at least the Minimum Amount. (ii) If the Escrow Agent shall have received at least the Minimum Amount on or before 5:00 p.m.Initial Termination Date, New York City time, on May 31, 2018 (the “Termination Date”), . One or more closings may be conducted prior to the Escrow Agent will release Termination Date. (ii) Payment for the balance of the Escrow Account for collection by the Company and the Underwriter as provided in the Escrow Agreement and the Company Placement Shares shall deliver the Securities being purchased 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 Underwriter, ) representing the Placement Shares (or through the facilities of the Depository Trust Company (“DTC”), and such Securities ) for the account of the Investors. The Placement Shares shall be registered in such name or names of the Investors and shall be in such denominations, authorized denominations as the Underwriter may request by written notice to the Company at least two (2) full Business Days in writing prior to the Closing (the “Closing”)Date. The cost Company shall not be obligated to sell or deliver the Placement Shares except upon tender of original issue tax stamps and other transfer taxes, if any, in connection with payment by the issuance and delivery Investors for all of the Securities by the Company to the respective Purchasers shall be borne by the Company. The date on which the Escrow Agent releases the balance of the Escrow Account for collection by the Company and the Underwriter against delivery of the Securities to the Underwriter as described above, is hereinafter referred to as the “Closing DatePlacement Shares.” The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Placement Share Payment and Delivery. (i) Prior The Placement Shares will be delivered by the Company to the Closing Date (as defined below), (i) each Purchaser will execute a Subscription Agreement and deliver it to the Underwriter for forwarding to the Company; (ii) the Company will execute each such Subscription Agreement and will forward a copy thereof to the Escrow Agent; (iii) each Purchaser will transfer to the Escrow Account funds in an amount equal to Investors against payment of the Purchase Price multiplied therefor at the offices of Davidoff Hutcher & Citron LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the “Underwriter Counsel”), at 10:00 a.m. Eastern time, on the second (2nd) Business Day after the date (each, a “Closing Date”) on which notice (each, a “Closing Notice”) requesting that the Offering be closed has been delivered by the number of Securities to which such Purchaser has subscribed; (iv) in the event that Company and by the Underwriter or any subagent receives subscription funds, such funds will be promptly transmitted to[ _______________________](the “Escrow Agent”) pursuant to the Stock Escrow Account in compliance with Rule 15c2-4 Agreement (the “Escrow Agreement”). The Closing Notice may be delivered at any time pursuant to the terms of the Securities Exchange Act of 1934Escrow Agreement. The Closing Date shall be no later than _______, as amended; and 2020 (v) the Escrow Agent will notify “Initial Termination Date”), unless extended by the Company and the Underwriter promptly in writing when for an additional 90 days (the balance of “Final Termination Date,” and collectively with the Escrow Account contains at least the Minimum Amount. (ii) If the Escrow Agent shall have received at least the Minimum Amount on or before 5:00 p.m.Initial Termination Date, New York City time, on May 31, 2018 (the “Termination Date”), . One or more closings may be conducted prior to the Escrow Agent will release Termination Date. (ii) Payment for the balance of the Escrow Account for collection by the Company and the Underwriter as provided in the Escrow Agreement and the Company Placement Shares shall deliver the Securities being purchased 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 Underwriter, ) representing the Placement Shares (or through the facilities of the Depository Trust Company (“DTC”), and such Securities ) for the account of the Investors. The Placement Shares shall be registered in such name or names of the Investors and shall be in such denominations, authorized denominations as the Underwriter may request by written notice to the Company at least two (2) full Business Days in writing prior to the Closing (the “Closing”)Date. The cost Company shall not be obligated to sell or deliver the Placement Shares except upon tender of original issue tax stamps and other transfer taxes, if any, in connection with payment by the issuance and delivery Investors for all of the Securities by the Company to the respective Purchasers shall be borne by the Company. The date on which the Escrow Agent releases the balance of the Escrow Account for collection by the Company and the Underwriter against delivery of the Securities to the Underwriter as described above, is hereinafter referred to as the “Closing DatePlacement Shares.” The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Placement Share Payment and Delivery. (i) Prior The Placement Shares, in the form of Class A ordinary shares, will be delivered by the Company to the Investors against payment of the Purchase Price therefor at the offices of Ortoli Rosenstadt LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (the “Underwriter Counsel”), at 10:00 a.m. Eastern time, on the second (2nd) Business Day after the date (each, a “Closing Date”) on which notice (each, a “Closing Notice”) requesting that the Offering be closed has been delivered by the Company and by the Underwriter to Signature Bank pursuant to the Stock Escrow Agreement (the “Escrow Agreement”). The Closing Notice may be delivered at any time pursuant to the Escrow Agreement. The Closing Date shall be no later than 180 days from the effective date (the “Effective Date”) of the Registration Statement (as defined below) (the “Initial Termination Date”), (i) each Purchaser will execute a Subscription Agreement and deliver it to the Underwriter for forwarding to the Company; (ii) the Company will execute each such Subscription Agreement and will forward a copy thereof to the Escrow Agent; (iii) each Purchaser will transfer to the Escrow Account funds in an amount equal to the Purchase Price multiplied unless extended by the number of Securities to which such Purchaser has subscribed; (iv) in the event that the Underwriter or any subagent receives subscription funds, such funds will be promptly transmitted to the Escrow Account in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended; and (v) the Escrow Agent will notify the Company and the Underwriter promptly in writing when for an additional 45 days (the balance of “Final Termination Date,” and collectively with the Escrow Account contains at least the Minimum Amount. (ii) If the Escrow Agent shall have received at least the Minimum Amount on or before 5:00 p.m.Initial Termination Date, New York City time, on May 31, 2018 (the “Termination Date”), . One or more closings may be conducted prior to the Escrow Agent will release Termination Date. (ii) Payment for the balance of the Escrow Account for collection by the Company and the Underwriter as provided in the Escrow Agreement and the Company Placement Shares shall deliver the Securities being purchased 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 Underwriter, ) representing the Placement Shares (or through the facilities of the Depository Trust Company (“DTC”), and such Securities ) for the account of the Investors. The Placement Shares shall be registered in such name or names of the Investors and shall be in such denominations, authorized denominations as the Underwriter may request by written notice to the Company at least two (2) full Business Days in writing prior to the Closing (the “Closing”)Date. The cost Company shall not be obligated to sell or deliver the Placement Shares except upon tender of original issue tax stamps and other transfer taxes, if any, in connection with payment by the issuance and delivery Investors for all of the Securities by the Company to the respective Purchasers shall be borne by the Company. The date on which the Escrow Agent releases the balance of the Escrow Account for collection by the Company and the Underwriter against delivery of the Securities to the Underwriter as described above, is hereinafter referred to as the “Closing DatePlacement Shares.” The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Placement Share Payment and Delivery. (i) Prior The Placement Shares will be delivered by the Company to the Investors against payment of the Purchase Price therefor at the offices of Davidoff Hutcher & Citron LLP, 600 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the “Underwriter Counsel”), at 10:00 a.m. Eastern time, on the second (2nd) Business Day after the date (each, a “Closing Date”) on which notice (each, a “Closing Notice”) requesting that the Offering be closed has been delivered by the Company and by the Underwriter to Continental Stock Transfer & Trust Company (the “Escrow Agent”) pursuant to the Stock Escrow Agreement (the “Escrow Agreement”). The Closing Notice may be delivered at any time pursuant to the terms of the Escrow Agreement. The Closing Date shall be no later than [September 30, 2018] of the Registration Statement (as defined below) (the “Initial Termination Date”), (i) each Purchaser will execute a Subscription Agreement and deliver it to the Underwriter for forwarding to the Company; (ii) the Company will execute each such Subscription Agreement and will forward a copy thereof to the Escrow Agent; (iii) each Purchaser will transfer to the Escrow Account funds in an amount equal to the Purchase Price multiplied unless extended by the number of Securities to which such Purchaser has subscribed; (iv) in the event that the Underwriter or any subagent receives subscription funds, such funds will be promptly transmitted to the Escrow Account in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended; and (v) the Escrow Agent will notify the Company and the Underwriter promptly in writing when for an additional [90] days (the balance of “Final Termination Date,” and collectively with the Escrow Account contains at least the Minimum Amount. (ii) If the Escrow Agent shall have received at least the Minimum Amount on or before 5:00 p.m.Initial Termination Date, New York City time, on May 31, 2018 (the “Termination Date”), . One or more closings may be conducted prior to the Escrow Agent will release Termination Date. (ii) Payment for the balance of the Escrow Account for collection by the Company and the Underwriter as provided in the Escrow Agreement and the Company Placement Shares shall deliver the Securities being purchased 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 Underwriter, ) representing the Placement Shares (or through the facilities of the Depository Trust Company (“DTC”), and such Securities ) for the account of the Investors. The Placement Shares shall be registered in such name or names of the Investors and shall be in such denominations, authorized denominations as the Underwriter may request by written notice to the Company at least two (2) full Business Days in writing prior to the Closing (the “Closing”)Date. The cost Company shall not be obligated to sell or deliver the Placement Shares except upon tender of original issue tax stamps and other transfer taxes, if any, in connection with payment by the issuance and delivery Investors for all of the Securities by the Company to the respective Purchasers shall be borne by the Company. The date on which the Escrow Agent releases the balance of the Escrow Account for collection by the Company and the Underwriter against delivery of the Securities to the Underwriter as described above, is hereinafter referred to as the “Closing DatePlacement Shares.” The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Placement Share Payment and Delivery. (i) Prior The Placement Shares, in the form of ordinary shares, will be delivered by the Company to the Closing Date Investors against payment of the Purchase Price therefor at the offices of Ortoli Rosenstadt LLP, 300 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 (as defined belowthe “Underwriter Counsel”), at 10:00 a.m. Eastern time, on the second (i2nd) each Purchaser will execute Business Day after the date (each, a Subscription Agreement “Closing Date”) on which notice (each, a “Closing Notice”) requesting that the Offering be closed has been delivered by the Company and deliver it to by the Underwriter for forwarding to the Company; (ii) the Company will execute each such Subscription Agreement and will forward a copy thereof Sxxxxx Securities Clearing, LLC pursuant to the Escrow Agent; Deposit Agreement (iii) each Purchaser will transfer the “Escrow Agreement”). The Closing Notice may be delivered at any time pursuant to the Escrow Account funds in an amount equal to Agreement. The Closing Date shall be no later than September 30, 2019 (the Purchase Price multiplied “Initial Termination Date”), unless extended by the number of Securities to which such Purchaser has subscribed; (iv) in the event that the Underwriter or any subagent receives subscription funds, such funds will be promptly transmitted to the Escrow Account in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended; and (v) the Escrow Agent will notify the Company and the Underwriter promptly in writing when for an additional 90 days (the balance of “Final Termination Date,” and collectively with the Escrow Account contains at least the Minimum Amount. (ii) If the Escrow Agent shall have received at least the Minimum Amount on or before 5:00 p.m.Initial Termination Date, New York City time, on May 31, 2018 (the “Termination Date”), . One or more closings may be conducted prior to the Escrow Agent will release Termination Date. (ii) Payment for the balance of the Escrow Account for collection by the Company and the Underwriter as provided in the Escrow Agreement and the Company Placement Shares shall deliver the Securities being purchased 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 Underwriter, ) representing the Placement Shares (or through the facilities of the Depository Trust Company (“DTC”), and such Securities ) for the account of the Investors. The Placement Shares shall be registered in such name or names of the Investors and shall be in such denominations, authorized denominations as the Underwriter may request by written notice to the Company at least two (2) full Business Days in writing prior to the Closing (the “Closing”)Date. The cost Company shall not be obligated to sell or deliver the Placement Shares except upon tender of original issue tax stamps and other transfer taxes, if any, in connection with payment by the issuance and delivery Investors for all of the Securities by the Company to the respective Purchasers shall be borne by the Company. The date on which the Escrow Agent releases the balance of the Escrow Account for collection by the Company and the Underwriter against delivery of the Securities to the Underwriter as described above, is hereinafter referred to as the “Closing DatePlacement Shares.” The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

Placement Share Payment and Delivery. (i) Prior The Placement Shares, in the form of ordinary shares, will be delivered by the Company to the Investors against payment of the Purchase Price therefor at the offices of Ortoli Rosenstadt LLP, 300 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 (the “Underwriter Counsel”), at 10:00 a.m. Eastern time, on the second (2nd) Business Day after the date (each, a “Closing Date”) on which notice (each, a “Closing Notice”) requesting that the Offering be closed has been delivered by the Company and by the Underwriter to FinTech Clearing, LLC pursuant to the Escrow Deposit Agreement (the “Escrow Agreement”). The Closing Notice may be delivered at any time pursuant to the Escrow Agreement. The Closing Date shall be no later than 90 days from the effective date (the “Effective Date”) of the Registration Statement (as defined below) (the “Initial Termination Date”), (i) each Purchaser will execute a Subscription Agreement and deliver it to the Underwriter for forwarding to the Company; (ii) the Company will execute each such Subscription Agreement and will forward a copy thereof to the Escrow Agent; (iii) each Purchaser will transfer to the Escrow Account funds in an amount equal to the Purchase Price multiplied unless extended by the number of Securities to which such Purchaser has subscribed; (iv) in the event that the Underwriter or any subagent receives subscription funds, such funds will be promptly transmitted to the Escrow Account in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended; and (v) the Escrow Agent will notify the Company and the Underwriter promptly in writing when for an additional 60 days (the balance of “Final Termination Date,” and collectively with the Escrow Account contains at least the Minimum Amount. (ii) If the Escrow Agent shall have received at least the Minimum Amount on or before 5:00 p.m.Initial Termination Date, New York City time, on May 31, 2018 (the “Termination Date”), . One or more closings may be conducted prior to the Escrow Agent will release Termination Date. (ii) Payment for the balance of the Escrow Account for collection by the Company and the Underwriter as provided in the Escrow Agreement and the Company Placement Shares shall deliver the Securities being purchased 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 Underwriter, ) representing the Placement Shares (or through the facilities of the Depository Trust Company (“DTC”), and such Securities ) for the account of the Investors. The Placement Shares shall be registered in such name or names of the Investors and shall be in such denominations, authorized denominations as the Underwriter may request by written notice to the Company at least two (2) full Business Days in writing prior to the Closing (the “Closing”)Date. The cost Company shall not be obligated to sell or deliver the Placement Shares except upon tender of original issue tax stamps and other transfer taxes, if any, in connection with payment by the issuance and delivery Investors for all of the Securities by the Company to the respective Purchasers shall be borne by the Company. The date on which the Escrow Agent releases the balance of the Escrow Account for collection by the Company and the Underwriter against delivery of the Securities to the Underwriter as described above, is hereinafter referred to as the “Closing DatePlacement Shares.” The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.