Common use of Securities Payment and Delivery Clause in Contracts

Securities Payment and Delivery. (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) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Date) or at such earlier time as shall be agreed upon by the Underwriter and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx & Worcester LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Underwriter Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter 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 Firm Securities, of which the Firm Shares shall be delivered via the Depository Trust Company (“DTC”) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the Underwriter. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter may request in writing at least one (1) full 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 Underwriter for all of the Firm Securities. 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.

Securities Payment and Delivery. (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) under the Securities Act of 1933, as amended (the “Securities Act”) this Agreement (or the third (3rd) Business Day following the Effective Date date of this Agreement if the Registration Statement this Agreement is declared effective executed by all parties after 4:01 p.m., Eastern time on the Effective Datetime) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx Dxxxxx & Worcester Wxxxxxx LLP, 0000 Xxxxxxxx50 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 (“Underwriter Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter 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 against delivery of the Firm Securities, of which certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares shall be delivered via and the Firm Warrants (or through the facilities of the Depository Trust Company (“DTC”)) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities Shares and Firm Warrants shall be registered in such name or names and in such authorized denominations as the Underwriter 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 Underwriter Representative for all of the Firm Securities. 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.

Securities Payment and Delivery. (iA) Delivery and payment for the Firm Securities Shares shall be made at 10:00 a.m.no later than 2:00 p.m., Eastern timeTime, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 2(a)(i)(A) below) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective DateTime) or at such earlier other time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx & Worcester ArentFox Schiff LLP, 0000 Xxxxxxxx1000 X Xxxxxx XX, Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx XX 00000 (“Underwriter Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter Representative and the Company. The hour and date of delivery and payment for the Firm Securities Shares is called the “Closing Date.” (iiB) Payment for the Firm Securities Shares shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the Firm Securities, certificates (in form and substance satisfactory to the Underwriters) (or through the facilities of which the Firm Shares shall be delivered via the Depository Trust Company (“DTC”) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form)), for the account of the UnderwriterUnderwriters. The Firm Securities Shares shall be registered in such name or names and in such authorized denominations as the Underwriter Representative may request in writing at least one (1) full 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 Underwriter Representative for all of the Firm SecuritiesShares or via delivery versus payment for the Firm 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.

Securities Payment and Delivery. (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 2.1 below) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective pricing for the Offering (as defined in Section 1.2 below) occurs after 4:01 p.m., Eastern time on the Effective Date) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx & Worcester Xxxx LLP, 0000 Xxxxxxxx000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter 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 Firm Securities, of which the Firm Shares shall be delivered via the Depository Trust Company (“DTC”) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter 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 Underwriter Representative for all of the Firm Securities. 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.

Securities Payment and Delivery. (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) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective pricing for the Offering (as defined in Section 2.1.1 below) occurs after 4:01 p.m., Eastern time on the Effective Date) or at such earlier time as shall be agreed upon by the Underwriter and the Company, at the offices of ZysmanShxxxxxx Xxxxxx Xxxxxxx & Haxxxxx XLP, Aharoni30 Xxxxxxxxxxx Xxxxx, Xxxxx and Xxxxxxxx & Worcester LLP, 0000 Xxxxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Underwriter Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter 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 Firm Securities, of which the Firm Shares shall be delivered via the Depository Trust Company (“DTC”) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the Underwriter. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter 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 Underwriter for all of the Firm Securities. 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.

Securities Payment and Delivery. (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) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective pricing for the Offering (as defined in Section 2.1.1 below) occurs after 4:01 p.m., Eastern time on the Effective Date) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx & Worcester Oxxxxx Frome Wxxxxxx LLP, 0000 Xxxxxxxx1325 Avenue of the Axxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter 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 Firm Securities, of which the Firm Shares shall be delivered via the Depository Trust Company (“DTC”) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter 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 Underwriter Representative for all of the Firm Securities. 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.

Securities Payment and Delivery. (iA) Delivery and payment for the Firm Securities Units shall be made at 10:00 a.m.no later than 2:00 p.m., Eastern timeTime, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 2(a)(i)(A) below) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective DateTime) or at such earlier other time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx & Worcester ArentFox Schiff LLP, 0000 XxxxxxxxX Xxxxxx XX, Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx XX 00000 (“Underwriter Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter Representative and the Company. The hour and date of delivery and payment for the Firm Securities Units is called the “Closing Date.” (iiB) Payment for the Firm Securities Units shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the Firm Securities, certificates (in form and substance satisfactory to the Underwriters) (or through the facilities of which the Firm Shares shall be delivered via the Depository Trust Company (“DTC”) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form)), for the account of the UnderwriterUnderwriters. The Firm Securities Shares and Firm Warrants underlying the Units shall be registered in such name or names and in such authorized denominations as the Underwriter Representative may request in writing at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities Shares and Firm Warrants underlying the Units except upon tender of payment by the Underwriter Representative for all of the Firm SecuritiesUnits or via delivery versus payment for the Units. 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.

Securities Payment and Delivery. (iA) Delivery and payment for the Firm Securities Units shall be made at 10:00 a.m.no later than to 2:00 p.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 2(a)(i)(A) below) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Datetime) or at such earlier other time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of ZysmanXxxxxx Xxxxxx LLP, Aharoni000 X Xxxxxx XX, Xxxxx and Xxxxxxxx & Worcester LLP000, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx XX 00000 (“Underwriter Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter Representative and the Company. The hour and date of delivery and payment for the Firm Securities Units is called the “Closing Date.” (iiB) Payment for the Firm Securities Units shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the Firm Securities, certificates (in form and substance satisfactory to the Underwriters) (or through the facilities of which the Firm Shares shall be delivered via the Depository Trust Company (“DTC”) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form)), for the account of the UnderwriterUnderwriters. The Firm Securities Shares and Firm Warrants underlying the Units shall be registered in such name or names and in such authorized denominations as the Underwriter Representative may request in writing at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities Shares and Firm Warrants underlying the Units except upon tender of payment by the Underwriter Representative for all of the Firm SecuritiesUnits or via delivery versus payment for the Units. 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.

Securities Payment and Delivery. (iA) Delivery and payment for the Firm Securities Units shall be made at 10:00 a.m.no later than to 2:00 p.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 2(a)(i)(A) below) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Datetime) or at such earlier other time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of ZysmanXxxxxx Xxxxxx LLP, Aharoni000 X Xxxxxx XX, Xxxxx and Xxxxxxxx & Worcester LLP000, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx XX 00000 (“Underwriter Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter Representative and the Company. The hour and date of delivery and payment for the Firm Securities Units is called the “Closing Date.” (iiB) Payment for the Firm Securities Units shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the Firm Securities, of which Units (in form and substance satisfactory to the Firm Shares shall be delivered via the Depository Trust Company (“DTC”) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated formUnderwriters), for the account of the UnderwriterUnderwriters. The Firm Securities Shares (or Preferred Shares) and Firm Warrants underlying the Units shall be registered in such name or names and in such authorized denominations as the Underwriter Representative may request in writing at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities Shares (or Preferred Shares) and Firm Warrants underlying the Units except upon tender of payment by the Underwriter Representative for all of the Firm SecuritiesUnits or via delivery versus payment for the Units. 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.

Securities Payment and Delivery. (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) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Datetime) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx & Worcester Blank Rome LLP, 0000 Xxxxxxxx1271 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile facsimile, e-mail or other electronic transmission) as shall be agreed upon by the Underwriter 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 Firm Securities, of which certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares shall be delivered via Securities (or, in the case of the Firm Shares, through the facilities of the Depository Trust Company (“DTC”)) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter Representative may request in writing at least one (1) full 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 Underwriter Representative for all of the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a other day on which banking institutions commercial banks in The City of New York are authorized or obligated required by law to close 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, New YorkYork are generally are open for use by customers on such day.

Securities Payment and Delivery. (iA) Delivery and payment for the Firm Securities Units shall be made at 10:00 a.m.no later than to 2:00 p.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 2(a)(i)(A) below) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Datetime) or at such earlier other time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of ZysmanXxxxxx Xxxxxx LLP, Aharoni000 X Xxxxxx XX, Xxxxx and Xxxxxxxx & Worcester LLP000, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx XX 00000 (“Underwriter Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter Representative and the Company. The hour and date of delivery and payment for the Firm Securities Units is called the “Closing Date.” (iiB) Payment for the Firm Securities Units shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the Firm Securities, of which Units (in form and substance satisfactory to the Firm Shares shall be delivered via the Depository Trust Company (“DTC”) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated formUnderwriters), for the account of the UnderwriterUnderwriters. The Firm Securities Shares and Firm Warrants underlying the Units shall be registered in such name or names and in such authorized denominations as the Underwriter Representative may request in writing at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities Shares and Firm Warrants underlying the Units except upon tender of payment by the Underwriter Representative for all of the Firm SecuritiesUnits or via delivery versus payment for the Units. 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.

Securities Payment and Delivery. (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) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Datetime) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx & Worcester Blank Rome LLP, 0000 Xxxxxxxx1271 Avenue of the Americas, Xxx Nxx Xxxx, Xxx Xxxx 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile facsimile, e-mail or other electronic transmission) as shall be agreed upon by the Underwriter 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 Firm Securities, of which certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares shall be delivered via Securities (or, in the case of the Firm Shares, through the facilities of the Depository Trust Company (“DTC”)) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter Representative may request in writing at least one (1) full 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 Underwriter Representative for all of the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a other day on which banking institutions commercial banks in The City of New York are authorized or obligated required by law to close 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, New YorkYork are generally are open for use by customers on such day.

Securities Payment and Delivery. (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) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Datetime) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx & Worcester Blank Rome LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile facsimile, e-mail or other electronic transmission) as shall be agreed upon by the Underwriter 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 Firm Securities, of which certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares shall be delivered via Securities (or, in the case of the Firm Shares, through the facilities of the Depository Trust Company (“DTC”)) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter Representative may request in writing at least one (1) full 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 Underwriter Representative for all of the Firm Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a other day on which banking institutions commercial banks in The City of New York are authorized or obligated required by law to close 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, New YorkYork are generally are open for use by customers on such day.

Securities Payment and Delivery. (iA) Delivery and payment for the Firm Securities Units shall be made at 10:00 a.m.no later than to 4:00 p.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 2(a)(i)(A) below) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Datetime) or at such earlier other time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of ZysmanXxxxxx Xxxxxx LLP, Aharoni000 X Xxxxxx XX, Xxxxx and Xxxxxxxx & Worcester LLP000, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx XX 00000 (“Underwriter Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter Representative and the Company. The hour and date of delivery and payment for the Firm Securities Units is called the “Closing Date.” (iiB) Payment for the Firm Securities Units shall be made on the Closing Date by wire transfer in Federal federal (same day) funds, payable to the order of the Company upon delivery of the Firm Securities, of which Units (in form and substance satisfactory to the Firm Shares shall be delivered via the Depository Trust Company (“DTC”) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated formUnderwriters), for the account of the UnderwriterUnderwriters. The Firm Securities Shares and Firm Warrants underlying the Units shall be registered in such name or names and in such authorized denominations as the Underwriter Representative may request in writing at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities Shares and Firm Warrants underlying the Units except upon tender of payment by the Underwriter Representative for all of the Firm SecuritiesUnits or via delivery versus payment for the Units. 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.

Securities Payment and Delivery. (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) under the Securities Act of 1933April 5, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Date) 2019 or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx Gxxxx and Xxxxxxxx Sxxxxxxx & Worcester LLP, 0000 1000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter 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 Firm Securities, certificates (in form and substance satisfactory to the Underwriters) representing the Shares (or through the facilities of which the Firm Shares shall be delivered via the Depository Trust Company (“DTC”)) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter Representative may request in writing at least one two (12) full Business Day Days prior to the Closing Date. This is strictly a “best efforts” offering. It is understood between the parties that there is no firm commitment by the Underwriters to purchase any or all of the Securities. The aggregate purchase price for the Securities to be purchased by each of the Underwriters shall equal up to the amount set forth opposite the name of such Underwriter on Schedule 1 hereto, provided that to the extent any Underwriter sells fewer Securities and therefore determines to purchase fewer Securities, such amount shall be reduced on a pro rata basis based on the number of Securities actually purchased. The Underwriters shall notify the Company of the number of Securities they intend to purchase at the Closing Date on the business day immediately preceding the Closing Date, provided that such notification shall not be obligated to sell or deliver binding upon the Firm Securities except upon tender of payment by the Underwriter for all of the Firm SecuritiesUnderwriters. 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.

Securities Payment and Delivery. (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) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Datetime) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of ZysmanXxxxxxxx Xxxxxxxx PLC, Aharoni0000 Xxxx Xxxx Xxxxxx, Xxxxx and Xxxxxxxx & Worcester LLP0000, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxx 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter 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 Firm Securities, of which certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares shall be delivered via (or through the facilities of the Depository Trust Company (“DTC”)) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities Shares shall be registered in such name or names and in such authorized denominations as the Underwriter 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 Shares except upon tender of payment by the Underwriter Representative for all of the Firm SecuritiesShares. 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.

Securities Payment and Delivery. (i) Delivery and payment for the Firm Securities ADSs 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) under the Securities Act of 1933, as amended (the “Securities Act”) (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 on the Effective Datetime) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx & Worcester Dentons US LLP, 0000 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter Representative and the Company. The hour and date of delivery and payment for the Firm Securities ADSs is called the “Closing Date.” (ii) Payment for the Firm Securities ADSs shall be made on the Closing Date by wire transfer in Federal U.S. Dollars (same day) funds), payable to the order of the Company upon delivery of the Firm Securities, of which certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares shall be delivered via ADSs (or through the facilities of the Depository Trust Company (“DTC”)) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities ADSs shall be registered in such name or names and in such authorized denominations as the Underwriter Representative may request in writing at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities ADSs except upon tender of payment by the Underwriter Representative for all of the Firm SecuritiesADSs. 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.

Securities Payment and Delivery. (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 2.1 below) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective pricing for the Offering (as defined in Section 1.2 below) occurs after 4:01 p.m., Eastern time on the Effective Date) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx & Worcester Xxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter 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 Firm Securities, of which the Firm Shares shall be delivered via the Depository Trust Company (“DTC”) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter 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 Underwriter Representative for all of the Firm Securities. 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.

Securities Payment and Delivery. (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) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Datetime) or at such earlier time as shall be agreed upon by the Underwriter Representatives and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx Loeb & Worcester Loeb LLP, 0000 Xxxxxxxx300 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 (“Underwriter Representatives Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter Representatives 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 Mxxxxx LLP in respect of $85,000 representing accrued fees and the remainder to the Company upon delivery of the Firm Securities, of which certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares shall be delivered via and Firm Warrants (or through the facilities of the Depository Trust Company (“DTC”)) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter Representatives 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 Underwriter Representatives for all of the Firm Securities. 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.

Securities Payment and Delivery. (i) Delivery and payment for the Firm Securities Initial Shares and Initial Warrants comprising the Initial Units 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) under the Securities Act of 1933August 24, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Date) 2021 or at such earlier other time or date as shall be agreed upon by the Underwriter Underwriters and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx & Worcester LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Underwriter Counsel”)A.G.P., or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter Underwriters and the Company. The hour and date of delivery and payment for the Firm Securities Initial Units is called the “Closing Date.” (ii) Payment for the Firm Securities Initial 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 Firm Securities, certificates (in form and substance satisfactory to the Underwriters) representing the Initial Shares and Initial Warrants comprising the Initial Units for the account of which the Firm Shares shall be delivered via Underwriters or as otherwise directed by the Underwriters through: (a) The Depository Trust Company Company’s (“DTC”) and Deposit, (b) Withdrawal at Custodian (“DWAC”) system, (c) pursuant to the Firm Warrants and the Prenon-Funded Warrants shall be delivered certificate issue system maintained by CDS Clearing & Depository Services Inc. in certificated formCanada (“CDS”), for the account of the Underwriteror (d) via “Delivery Versus Payment” (“DVP”). The Firm Securities Initial Shares and Initial Warrants comprising the Initial Units shall be registered in such name or names and in such authorized denominations as the Underwriter Underwriters may request in writing at least one two (12) full Business Day Days prior to the Closing Date. The Company shall not aggregate purchase price for the Initial Units to be obligated to sell or deliver the Firm Securities except upon tender of payment purchased by the Underwriter for all each of the Firm SecuritiesUnderwriters shall equal the amount set forth opposite the name of such Underwriter on Schedule 1 hereto. 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.

Securities Payment and Delivery. (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) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Datetime) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx Loeb & Worcester Loeb LLP, 0000 Xxxxxxxx340 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter 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 Firm Securities, of which certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares shall be delivered via and Firm Warrants (or through the facilities of the Depository Trust Company (“DTC”)) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter 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 Underwriter Representative for all of the Firm Securities. 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.

Securities Payment and Delivery. (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) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Datetime) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of ZysmanSxxxxx Xxxxxx LLP at 900 X Xxxxxx, AharoniXX, Xxxxx and Xxxxxxxx & Worcester LLP000, 0000 XxxxxxxxXxxxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter 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 Firm Securities, of which certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares shall be delivered via Securities (or through the facilities of the Depository Trust Company (“DTC”)) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter 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 Underwriter Representative for all of the Firm Securities. 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.

Securities Payment and Delivery. (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 below2.1 hereof) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective pricing for the Offering (as defined in Section 1.2 hereof) occurs after 4:01 p.m., Eastern time Time on the Effective Date) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx & Worcester Txxxxxxx Hxxx LLP, 0000 Xxxxxxxxcounsel to the Underwriters (“Representative Counsel”), 300 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Underwriter Counsel”)00000, or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter 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 Firm Securities, of which the Firm Shares shall be delivered via the Depository Trust Company (“DTC”) ), and the Firm Warrants and the Pre-Funded Underwriter Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter Representative may request in writing at least one (1) full Business Day prior to the Closing Date. The aggregate purchase price for the Securities to be purchased by the Underwriters shall equal the sum of the amounts set forth opposite the names of the Underwriters on Schedule 1 hereto; provided that to the extent any Underwriter sells fewer Securities and, therefore, determines to purchase fewer Securities, such amount shall be reduced on a pro rata basis based on the number of Securities actually purchased. The Underwriters shall notify the Company of the number of Securities they intend to purchase at the Closing Date on the business day immediately preceding the Closing Date; provided that such notification shall not be obligated to sell or deliver binding upon the Firm Securities except upon tender of payment by the Underwriter for all of the Firm SecuritiesUnderwriters. 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.

Securities Payment and Delivery. (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 2.1 below) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective pricing for the Offering (as defined in Section 1.2 below) occurs after 4:01 p.m., Eastern time on the Effective Date) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx Sxxxxxxx & Worcester LLP, 0000 1000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter 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 Firm Securities, of which the Firm Shares shall be delivered via the Depository Trust Company (“DTC”) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter 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 Underwriter Representative for all of the Firm Securities. 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.

Securities Payment and Delivery. (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) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Datetime) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx Ellenoff Gxxxxxxx & Worcester Schole LLP, 0000 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter 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 (in form and substance satisfactory to the Underwriters) of the Firm Securities, of which Shares and the Firm Shares shall be delivered via Warrants through the facilities of the Depository Trust Company (“DTC”) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter 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 Underwriter Representative for all of the Firm Securities. 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.

Securities Payment and Delivery. (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) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third fourth (3rd4th) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time on the Effective Datetime) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx & Worcester LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.”” ____________________ 1 No underwriting discount or expense allowance will be payable to the underwriters with respect to shares of Series H Preferred Stock sold to redeem the outstanding shares of the Company’s Series G Preferred Stock (currently expected to be approximately $8.6 million in the aggregate). (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 Firm Securities, of which certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares shall be delivered via Securities (or through the facilities of the Depository Trust Company (“DTC”)) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter 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 Underwriter Representative for all of the Firm Securities. 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.

Securities Payment and Delivery. (i) Delivery and payment for the Firm Securities 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) under the Securities Act of 1933, as amended (the “Securities Act”) (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 on the Effective Datetime) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx and Xxxxxxxx & Worcester Dentons US LLP, 0000 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter 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 U.S. Dollars (same day) funds), payable to the order of the Company upon delivery of the Firm Securities, of which certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares shall be delivered via Securities (or through the facilities of the Depository Trust Company (“DTC”)) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the UnderwriterUnderwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter Representative may request in writing at least one (1) full 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 Underwriter Representative for all of the Firm Securities. 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.

Securities Payment and Delivery. (i) Delivery and payment for the Firm Securities shall be made at 10:00 9:30 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) under the Securities Act of 1933, as amended (the “Securities Act”) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective pricing for the Offering (as defined in Section 2.1.1 below) occurs after 4:01 p.m., Eastern time on the Effective Date) or at such earlier time as shall be agreed upon by the Underwriter Representative and the Company, at the offices of Zysman, Aharoni, Xxxxx Gxxxx and Xxxxxxxx Sxxxxxxx & Worcester LLP, 0000 1000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000 (“Underwriter Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Underwriter 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 Firm Securities, of which the Firm Shares shall be delivered via the Depository Trust Company (“DTC”) and the Firm Warrants and the Pre-Funded Warrants shall be delivered in certificated form, for the account of the Underwriter). The Firm Securities shall be registered in such name or names and in such authorized denominations as the Underwriter Representative may request in writing at least one two (12) full Business Day Days prior to the Closing Date. This is strictly a “best efforts” offering. It is understood between the parties that there is no firm commitment by the Underwriters to purchase any or all of the Securities. The aggregate purchase price for the Securities to be purchased by each of the Underwriters shall equal up to the amount set forth opposite the name of such Underwriter on Schedule 1 hereto, provided that to the extent any Underwriter sells fewer Securities and therefore determines to purchase fewer Securities, such amount shall be reduced on a pro rata basis based on the number of Securities actually purchased. The Underwriters shall notify the Company of the number of Securities they intend to purchase at the Closing Date on the business day immediately preceding the Closing Date, provided that such notification shall not be obligated to sell or deliver binding upon the Firm Securities except upon tender of payment by the Underwriter for all of the Firm SecuritiesUnderwriters. 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.