Common use of Purchase and Sale of the Units Clause in Contracts

Purchase and Sale of the Units. (a) Subject to the terms and conditions set forth herein, the Company agrees to sell, and each of the Investors agrees to subscribe for the number of Units for such Investor’s Subscription Amount as set forth opposite the name of each Investor on Appendix A. Each closing of this Offering is referred to as a “Closing” and the date associated with each Closing is referred to as a “Closing Date”. The Company and the Placement Agent shall have mutually determined the timing of each Closing. Each Closing hereunder, including payment for and delivery of the Units, shall, unless otherwise agreed to by the Company and the Placement Agent, take place remotely via the exchange of documents and signatures, subject to satisfaction or waiver of the conditions set forth in Section 6. (b) The Investors and the Company agree that for U.S. federal income tax purposes and applicable state, local and non-U.S. tax purposes, the applicable Subscription Amount shall be allocable between the securities comprising the Units based on the relative fair market values thereof. Neither any Investor nor the Company shall take any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect of taxes, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended (the “Code”), or any analogous provision of applicable state, local or non-U.S. Law.

Purchase and Sale of the Units. (a) Subject to the terms and conditions set forth herein, the Company agrees intends to sell, and each of the Investors agrees raise up to subscribe for the number of Units for such Investor’s Subscription Amount as set forth opposite the name of each Investor $10,000,000 on Appendix A. Each a rolling basis. No minimum amount is required to be raised in this Offering in order to have an initial closing of this Offering (the initial closing of this Offering and each other closing of this offering is referred to as a “Closing” and the applicable date associated with each a Closing is referred to as a “Closing Date”). The Closings will occur on a rolling basis and as the Company and the Placement Agent shall have will mutually determined determine the timing of the initial Closing and each ClosingClosing thereafter. Each Closing hereunder, including payment for and delivery of the Units, shall, unless otherwise agreed to by the Company and the Placement Agent, take place remotely via the exchange of documents and signatures, subject to satisfaction or waiver of the conditions set forth in Section 6. (b) The Investors and the Company agree that for U.S. federal income tax purposes and applicable state, local and non-U.S. tax purposes, the applicable Subscription Amount subscription amount shall be allocable between the securities comprising the Units based on the relative fair market values thereof. Neither any Investor nor the Company shall take any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect of taxes, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended (the “Code”), or any analogous provision of applicable state, local or non-U.S. Lawlaw.