Common use of Shares Payment and Delivery Clause in Contracts

Shares Payment and Delivery. (A) Delivery and payment for the Firm Shares shall be made no later than 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(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such other time as shall be agreed upon by the Representative and the Company, at the offices of Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP, 000 Xxxxxxxxxxxx Xxxxxx XX, Xxxxx 000, Xxxxxxxxxx, XX 00000 (“Representative’s Counsel”), or at such other place (or by electronic transmission) as shall be agreed upon by the Representative and the Company. (B) Payment for the Firm Shares shall be made on the First Closing Date (and, if applicable, payment for the Optional Shares shall be made at the First Closing Date or at the applicable Option Closing Date, as the case may be) by wire transfer in federal (same day) funds, payable to the order of the Company upon delivery of the Shares (in form and substance satisfactory to the Underwriters) (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing prior to the First Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Shares or via delivery versus payment for the Firm Shares. The Company shall also deliver, or cause to be delivered to the Representative for the accounts of the Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. 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; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Shares Payment and Delivery. (Ai) Delivery and payment for the Firm Shares shall be made no later than 2:00 p.m.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(a)(i)(A) 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such other earlier time as shall be agreed upon by the Representative and the Company, at the offices of Xxxxxx Sheppard, Mullin, Xxxxxxx Xxxxx & Xxxxxxxxxxx Hampton LLP, 000 Xxxxxxxxxxxx Xxxxxx XX00 Xxxxxxxxxxx Xxxxx, Xxxxx 00000xx Xxxxx, XxxxxxxxxxXxx Xxxx, XX 00000 (“Representative’s Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Shares is called the “Closing Date.” (Bii) Payment for the Firm Shares shall be made on the First Closing Date (and, if applicable, payment for the Optional Shares shall be made at the First Closing Date or at the applicable Option Closing Date, as the case may be) by wire transfer in federal Federal (same day) funds, payable to the order of the Company upon delivery of the Shares certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the First Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Shares or via delivery versus payment for the Firm Shares. The Company shall also deliver, or cause to be delivered to the Representative for the accounts of the Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. 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; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Shares Payment and Delivery. (Ai) Delivery and payment for the Firm Shares shall be made no later than 2:00 p.m.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(a)(i)(A) 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such other earlier time as shall be agreed upon by the Representative and the Company, at the offices of Sichenzia Rxxx Xxxxxxx LLP at 1000 Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLPxx xxx Xxxxxxxx, 000 Xxxxxxxxxxxx Xxxxxx XX00xx Xxxxx, Xxxxx 000, XxxxxxxxxxXxx Xxxx, XX 00000 (“Representative’s Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Shares is called the “Closing Date.” (Bii) Payment for the Firm Shares shall be made on the First Closing Date (and, if applicable, payment for the Optional Shares shall be made at the First Closing Date or at the applicable Option Closing Date, as the case may be) by wire transfer in federal Federal (same day) funds, payable to the order of the Company upon delivery of the Shares certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the First Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Shares or via delivery versus payment for the Firm Shares. The Company shall also deliver, or cause to be delivered to the Representative for the accounts of the Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. 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 in New York, New Yorkremain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-stay at home,” ”, “shelter-in-place,” ”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Shares Payment and Delivery. (Ai) Delivery and payment for the Firm Shares Securities shall be made no later than 2:00 p.m.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(a)(i)(A) 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such other earlier time as shall be agreed upon by the Representative and the Company, at the offices of Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx Blank Rome LLP, 000 Xxxxxxxxxxxx 1000 Xxxxxx XXxx xxx Xxxxxxxx, Xxxxx 000, XxxxxxxxxxXxx Xxxx, XX 00000 (“Representative’s Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” The Company acknowledges and agrees that, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered by a Holder (as defined in the Pre-Funded Warrants) on or prior to 12:00 p.m. (New York City time) on the Closing Date, which Notice(s) of Exercise may be delivered at any time after the time of execution of this Agreement, the Company shall deliver the Warrant Shares (as defined in the Pre-Funded Warrants) subject to such notice(s) to the Holder by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants). The Company further acknowledges and agrees that the Holders are third-party beneficiaries of this covenant of the Company. (Bii) Payment for the Firm Shares Securities shall be made on the First Closing Date (and, if applicable, payment for the Optional Shares shall be made at the First Closing Date or at the applicable Option Closing Date, as the case may be) by wire transfer in federal Federal (same day) funds, payable to the order of the Company upon delivery of the Shares certificates (in form and substance satisfactory to the Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the UnderwritersRepresentative. The Firm Shares Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the First Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares Securities except upon tender of payment by the Representative for all of the Shares or via delivery versus payment for the Firm Shares. The Company shall also deliver, or cause to be delivered to the Representative for the accounts of the Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price thereforSecurities. 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; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Shares Payment and Delivery. (Ai) Delivery of and payment for the Firm Shares Securities shall be made no later than 2:00 p.m.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(a)(i)(A2.1.1 below) belowunder 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) time on the Effective Date), or at such other earlier time as shall be agreed upon by the Representative and the Company, at the offices of Xxxxxx Xxxxxxx Xxxxx Ellenoff Xxxxxxxx & Xxxxxxxxxxx Schole LLP, 000 Xxxxxxxxxxxx Xxxxxx XX1345 Avenue of the Xxxxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxxxxxXxx Xxxx, XX Xxx Xxxx 00000 (“Representative’s Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” The Company acknowledges and agrees that, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered by a Holder (as defined in the Pre-Funded Warrants) on or prior to 12:00 p.m. (New York City time) on the Closing Date, which Notice(s) of Exercise may be delivered at any time after the time of execution of this Agreement, the Company shall deliver the Warrant Shares (as defined in the Pre-Funded Warrants) subject to such notice(s) to the Holder by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants). The Company acknowledges and agrees that this covenant shall also relate to the exercise of any Option Warrants (as hereinafter defined). The Company further acknowledges and agrees that the Holders are third-party beneficiaries of this covenant of the Company. (Bii) Payment for the Firm Shares Securities shall be made on the First Closing Date (and, if applicable, payment for the Optional Shares shall be made at the First Closing Date or at the applicable Option Closing Date, as the case may be) by wire transfer in federal Federal (same day) funds, payable to the order of the Company upon delivery of the Shares certificates (in form and substance satisfactory to the Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the UnderwritersRepresentative. The Firm Shares Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the First Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares Securities except upon tender of payment by the Representative for all of the Shares or via delivery versus payment for the Firm Shares. The Company shall also deliver, or cause to be delivered to the Representative for the accounts of the Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price thereforSecurities. 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 in New York, New Yorkremain closed; provided, however, for clarification, commercial provided that banks shall not be deemed to be authorized or required by law obligated to remain be closed due to a “stay-at-home,” “shelter-in-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 if such banks’ electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Shares Payment and Delivery. (Ai) Delivery and payment for the Firm Shares shall be made no later than 2:00 p.m.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(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m.December 31, Eastern time) or at such other time as shall be agreed upon by the Representative and the Company2013, at the offices of Xxxxxx Xxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxxxxx Xxxxxx XXXxxxxxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxxx, XX Xxx Xxxx 00000 (“Representative’s "Placement Agent Counsel”"), or at such time or other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Placement Agent and the Company. The hour and date of delivery and payment for the Shares is called the "Closing Date." No Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to the Purchasers against payment therefor by the Purchasers. If the Company shall default in its obligations to deliver the Shares to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim or damage incurred by the Placement Agent arising from or as a result of such default by the Company. (Bii) Payment for On or before the Firm Shares shall be made on the First Closing Date (and, if applicable, payment for the Optional Shares shall be made at the First Closing Date or at the applicable Option Closing Date, as the case may be) each Purchaser shall pay by wire transfer in federal (same day) funds, payable of immediately available funds to an account specified by the Company an amount equal to the order product of (x) the number of Shares such Purchaser has agreed to purchase and (y) the purchase price thereof as set forth on the cover page of the Prospectus (as defined below). On the Closing Date, the Company upon delivery of shall (i) deliver or cause to be delivered the Shares (in form and substance satisfactory to the Underwriters) (or Purchasers, with such delivery to be made, if possible, through the facilities of the The Depository Trust Company Company's DWAC system, and (“DTC”)ii) for pay to the account of Placement Agent (A) the Underwriters. Placement Fee and (B) the expense reimbursement to which the Placement Agent is entitled pursuant to Section 3.10 hereof. (iii) The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may Placement Agent shall request in writing prior by written notice to the First Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Shares or via delivery versus payment for the Firm Shares. The Company shall also deliver, or cause to be delivered to the Representative for the accounts of the Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. 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; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such dayCompany.

Shares Payment and Delivery. (Ai) Delivery of and payment for the Firm Shares Securities shall be made no later than 2:00 p.m.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(a)(i)(A2.1.1 below) belowunder 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) time on the Effective Date), or at such other earlier time as shall be agreed upon by the Representative and the Company, at the offices of Xxxxxx Xxxxxxx Xxxxx Ellenoff Xxxxxxxx & Xxxxxxxxxxx Schole LLP, 000 Xxxxxxxxxxxx Xxxxxx XX1345 Avenue of the Xxxxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxxxxxXxx Xxxx, XX Xxx Xxxx 00000 (“Representative’s Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” The Company acknowledges and agrees that, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered by a Holder (as defined in the Pre-Funded Warrants) on or prior to 12:00 p.m. (New York City time) on the Closing Date, which Notice(s) of Exercise may be delivered at any time after the time of execution of this Agreement, the Company shall deliver the Warrant Shares (as defined in the Pre-Funded Warrants) subject to such notice(s) to the Holder by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants). The Company further acknowledges and agrees that the Holders are third-party beneficiaries of this covenant of the Company. (Bii) Payment for the Firm Shares Securities shall be made on the First Closing Date (and, if applicable, payment for the Optional Shares shall be made at the First Closing Date or at the applicable Option Closing Date, as the case may be) by wire transfer in federal Federal (same day) funds, payable to the order of the Company upon delivery of the Shares certificates (in form and substance satisfactory to the Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the UnderwritersRepresentative. The Firm Shares Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the First Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares Securities except upon tender of payment by the Representative for all of the Shares or via delivery versus payment for the Firm Shares. The Company shall also deliver, or cause to be delivered to the Representative for the accounts of the Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price thereforSecurities. 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 in New York, New Yorkremain closed; provided, however, for clarification, commercial provided that banks shall not be deemed to be authorized or required by law obligated to remain be closed due to a “stay-at-home,” “shelter-in-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 if such banks’ electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Shares Payment and Delivery. (Ai) Delivery and payment for the Firm Shares shall be made no later than 2:00 p.m.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(a)(i)(A) 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such other earlier time as shall be agreed upon by the Representative and the Company, at the offices of Xxxxxx Xxxxxxx Xxxxx Gracin & Xxxxxxxxxxx Mxxxxx, LLP, 000 Xxxxxxxxxxxx Xxxxxx XXThe Chrysler Building, Xxxxx 000400 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx00xx Xxxxx, XX Xxx Xxxx, Xxx Xxxx 00000 (“Representative’s Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Shares is called the “Closing Date.” (Bii) Payment for the Firm Shares shall be made on the First Closing Date (and, if applicable, payment for the Optional Shares shall be made at the First Closing Date or at the applicable Option Closing Date, as the case may be) by wire transfer in federal Federal (same day) funds, payable to the order of the Company upon delivery of the Shares certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the First Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Shares or via delivery versus payment for the Firm Shares. The Company shall also deliver, or cause to be delivered to the Representative for the accounts of the Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. 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 in New York, New Yorkremain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-stay at home,” ”, “shelter-in-place,” ”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Shares Payment and Delivery. (Ai) Delivery and payment for the Firm Shares shall be made no later than 2:00 p.m.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(a)(i)(A) 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such other earlier time as shall be agreed upon by the Representative and the Company, at the offices of Xxxxxx Xxxxxxx Xxxxx Gracin & Xxxxxxxxxxx Xxxxxx, LLP, The Chrysler Building, 000 Xxxxxxxxxxxx Xxxxxx XXXxxxxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxxxxxXxx Xxxx, XX Xxx Xxxx 00000 (“Representative’s Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Shares is called the “Closing Date.” (Bii) Payment for the Firm Shares shall be made on the First Closing Date (and, if applicable, payment for the Optional Shares shall be made at the First Closing Date or at the applicable Option Closing Date, as the case may be) by wire transfer in federal Federal (same day) funds, payable to the order of the Company upon delivery of the Shares certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the First Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Shares or via delivery versus payment for the Firm Shares. The Company shall also deliver, or cause to be delivered to the Representative for the accounts of the Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. 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 in New York, New Yorkremain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-stay at home,” ”, “shelter-in-place,” ”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Shares Payment and Delivery. (Ai) Delivery and payment for the Firm Shares shall be made no later than 2:00 p.m.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(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m.July 16, Eastern time) or at such other time as shall be agreed upon by the Representative and the Company2013, at the offices of Xxxxxx Xxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxxxxx Xxxxxx XXXxxxxxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxxx, XX Xxx Xxxx 00000 (“Representative’s "Placement Agent Counsel”"), or at such time or other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Shares is called the "Closing Date." No Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to the Purchasers against payment therefor by the Purchasers. If the Company shall default in its obligations to deliver the Shares to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim or damage incurred by the Placement Agents arising from or as a result of such default by the Company. (Bii) Payment for On or before the Firm Shares shall be made on the First Closing Date (and, if applicable, payment for the Optional Shares shall be made at the First Closing Date or at the applicable Option Closing Date, as the case may be) each Purchaser shall pay by wire transfer in federal (same day) funds, payable of immediately available funds to an account specified by the Company an amount equal to the order product of (x) the number of Shares such Purchaser has agreed to purchase and (y) the purchase price thereof as set forth on the cover page of the Prospectus (as defined below). On the Closing Date, the Company upon delivery of shall (i) deliver or cause to be delivered the Shares (in form and substance satisfactory to the Underwriters) (or Purchasers, with such delivery to be made, if possible, through the facilities of the The Depository Trust Company Company's DWAC system, and (“DTC”)ii) for pay to the account of Representative (A) the Underwriters. Placement Fee and (B) the expense reimbursement to which the Representative is entitled pursuant to Section 3.10 hereof. (iii) The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may shall request in writing prior by written notice to the First Closing Date. The Company shall not Company. (iv) It is understood and agreed that the Other Shares will initially be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative reserved for all of the Shares or via delivery versus payment for the Firm Shares. The Company shall also deliver, or cause to be delivered offer and sale to the Representative for Other Shares Purchasers upon the accounts of terms and subject to the Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. 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 conditions set forth in New York, New York; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such daythis Agreement.

Shares Payment and Delivery. (Ai) Delivery of and payment for the Firm Shares Securities shall be made no later than 2:00 p.m.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(a)(i)(A2.1.1 below) belowunder 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) time on the Effective Date), or at such other earlier time as shall be agreed upon by the Representative and the Company, at the offices of Xxxxxx Xxxxxxx Xxxxx Ellenoff Xxxxxxxx & Xxxxxxxxxxx Schole LLP, 000 Xxxxxxxxxxxx Xxxxxx XX1345 Avenue of the Xxxxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxxxxxXxx Xxxx, XX Xxx Xxxx 00000 (“Representative’s Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Shares Securities shall be made on the First Closing Date (and, if applicable, payment for the Optional Shares shall be made at the First Closing Date or at the applicable Option Closing Date, as the case may be) by wire transfer in federal Federal (same day) funds, payable to the order of the Company upon delivery of the Shares certificates (in form and substance satisfactory to the Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the UnderwritersRepresentative. The Firm Shares Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the First Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares Securities except upon tender of payment by the Representative for all of the Shares or via delivery versus payment for the Firm Shares. The Company shall also deliver, or cause to be delivered to the Representative for the accounts of the Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price thereforSecurities. 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 in New York, New Yorkremain closed; provided, however, for clarification, commercial provided that banks shall not be deemed to be authorized or required by law obligated to remain be closed due to a “stay-at-home,” “shelter-in-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 if such banks’ electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Shares Payment and Delivery. (Ai) Delivery and payment for the Firm Shares shall be made no later than 2:00 p.m.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(a)(i)(A) 2.1.1 below) (or the third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern time) or at such other earlier time as shall be agreed upon by the Representative and the Company, at the offices of Xxxxxx Xxxxxxx Xxxxx Gracin & Xxxxxxxxxxx Mxxxxx, LLP, 000 Xxxxxxxxxxxx Xxxxxx XXThe Chrysler Building, Xxxxx 000400 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx00xx Xxxxx, XX Xxx Xxxx, Xxx Xxxx 00000 (“Representative’s Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Shares is called the “Closing Date. ” (Bii) Payment for the Firm Shares shall be made on the First Closing Date (and, if applicable, payment for the Optional Shares shall be made at the First Closing Date or at the applicable Option Closing Date, as the case may be) by wire transfer in federal Federal (same day) funds, payable to the order of the Company upon delivery of the Shares certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the First Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Shares or via delivery versus payment for the Firm Shares. The Company shall also deliver, or cause to be delivered to the Representative for the accounts of the Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. 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 in New York, New Yorkremain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-stay at home,” ”, “shelter-in-place,” ”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

Shares Payment and Delivery. (Ai) Delivery and payment for the Firm Shares Securities shall be made no later than 2:00 p.m.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(a)(i)(A) 2.1.1 below) (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) or at such other earlier time as shall be agreed upon by the Representative and the Company, at the offices of Xxxxxx Sichenzia Xxxx Xxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP, 000 Xxxxxxxxxxxx Xxxxxx XX00 Xxxxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxxxxxXxx Xxxx, XX 00000 (“Representative’s Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” (Bii) Payment for the Firm Shares Securities shall be made on the First Closing Date (and, if applicable, payment for the Optional Shares shall be made at the First Closing Date or at the applicable Option Closing Date, as the case may be) by wire transfer in federal Federal (same day) funds, payable to the order of the Company upon delivery of the Shares certificates (in form and substance satisfactory to the Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Shares Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the First Closing Date. The Company will cause any certificates, if any, or Firm Warrants to be made available to the Underwriter for checking and packaging at least one full Business Day prior to the Closing Date at the office of Representative Counsel. The Company shall not be obligated to sell or deliver the Firm Shares Securities except upon tender of payment by the Representative for all of the Shares or via delivery versus payment for the Firm Shares. The Company shall also deliver, or cause to be delivered to the Representative for the accounts of the Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price thereforSecurities. The term “Business Day” as used herein 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; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Shares Payment and Delivery. (Ai) Delivery and payment for the Firm Shares Securities shall be made no later than 2:00 p.m.at 10:00 a.m., Eastern time, on the second third (2nd3rd) Business Day (as defined below) following the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A2.1.1 below) (i.e., the 2nd trading day after the initial day of trading on the Exchange (as defined in Section 2.2 below) (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) (i.e., the 3rd trading day after the initial day of trading on the Exchange) or at such other time as shall be agreed upon by the Representative and the Company, at the offices of Xxxxxx Xxxxxxx Xxxxx Xxxxxxxx & Xxxxxxxxxxx Worcester LLP, 000 Xxxxxxxxxxxx Xxxxxx XX0000 Xxxxxxxx, Xxxxx 000, XxxxxxxxxxXxx Xxxx, XX 00000 (“Representative’s Representative Counsel”), or at such other place (or remotely by other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.” Notwithstanding the foregoing, in the case of a Warrant for which a Notice of Exercise (as defined therein) is delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which such Notice of Exercise may be delivered at any time after the time of execution of this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date. (Bii) Payment for the Firm Shares Securities shall be made on the First Closing Date (and, if applicable, payment for the Optional Shares shall be made at the First Closing Date or at the applicable Option Closing Date, as the case may be) by wire transfer in federal Federal (same day) funds, payable to the order of the Company Company, upon delivery of the Shares certificates (in form and substance satisfactory to the Underwriters) representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Shares Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the First Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares Securities except upon tender of payment by the Representative for all of the Shares or via delivery versus payment for the Firm Shares. The Company shall also deliver, or cause to be delivered to the Representative for the accounts of the Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price thereforSecurities. 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; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Shares Payment and Delivery. (Ai) Delivery of and payment for the Firm Shares shall be made no later than 2:00 p.m.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(a)(i)(A) below) (or the third (3rd) Business Day following the Effective Date date hereof (or if the Registration Statement is declared effective Firm Shares are priced as contemplated by Rule 15c6-1(c) under the Exchange Act after 4:01 p.m., 4:30 p.m. Eastern time, the fourth (4th) Business Day following the date hereof) or at such other earlier time as shall be agreed upon by the Representative and the Company, Company at the offices of Xxxxxx Pillsbury Xxxxxxxx Xxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP, 000 Xxxxxxxxxxxx Xxxxxx XX, Xxxxx 000, Xxxxxxxxxx, XX 00000 counsel to the Underwriters (“Representative’s CounselPillsbury”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Shares is called the “Closing Date.” The closing of the payment of the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the “Closing.” (Bii) Payment for the Firm Shares shall be made on the First Closing Date (and, if applicable, payment for the Optional Shares shall be made at the First Closing Date or at the applicable Option Closing Date, as the case may be) Representative’s election by wire transfer in federal Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds. Any remaining proceeds (less commissions, expense allowance and actual expense payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to you of the Shares certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the full fast transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the First Closing Date. The Company will permit the Representative to examine and package the Firm Shares for delivery, at least one full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Shares or via delivery versus payment for the Firm Shares. The Company shall also deliver, or cause to be delivered to the Representative for the accounts of the Underwriters, the Optional Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. 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; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such dayCity.