Common use of Delivery of and Payment for Firm Shares Clause in Contracts

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m., Eastern Time, on the third (3rd) Business Day (defined below) following the Applicable Time, or at such time as shall be agreed upon by the Representative and the Company, at a place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery of 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.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters 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 Underwriters for all the Firm Shares. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the third (3rd) Business Day (defined below) following the Applicable Time, or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of the Representative’s counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of and payment for the Firm Shares is are 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.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters 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 Underwriters for all the Firm Shares. A “Business Day” : means any day other than a Saturday, a Sunday or a other day on which banking institutions or trust companies commercial banks in the City of New York are authorized or obligated required by law to close in the State of New Yorkremain closed; provided, however, for clarification, banking institutions and trust companies 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 funds’ transfer systems (including for wire transfers) of banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the third (3rd) Business Day (defined below) following the Applicable Time, or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of the Representative’s counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of and payment for the Firm Shares is are 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.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated through the full fast FAST transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Shares shall be registered in such names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters 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 Underwriters for all the Firm Shares. A “Business Day” means any day other than a Saturday, a Sunday or a other day on which banking institutions or trust companies are authorized or obligated by law to close commercial banks in the City of New York, State of New York, U.S.A., are authorized or required by law to remain closed; provided, however, for clarification, banking institutions and trust companies 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 funds’ transfer systems (including for wire transfers) of banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern time, on the second (2nd) (or if the shares of Common Stock are priced, as contemplated by Rule 15c6-1 under the Exchange Act, after 4:30 P.M. Eastern Time, on the third (3rdthird) full Business Day (defined below) following the Applicable Timehereof, or at such time as shall be agreed upon by the Representative Underwriter and the Company, at a the offices of the Underwriter’s counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriter and the CompanyCompany pursuant to Rule 15c6-1(a) under the Exchange Act, or in the case of the Additional Shares (as defined below), at such date and time set forth in the Option Notice. The hour and date of delivery of 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 representing, the Firm Shares, Shares is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters Underwriter of certificates (in form and substance reasonably satisfactory to the UnderwritersUnderwriter) representing the Firm Shares (or if uncertificated through the full fast transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the UnderwritersUnderwriter. The Firm Shares shall be registered in such names and in such denominations as the Underwriters Underwriter may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters Underwriter 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 Underwriters Underwriter for all the Firm Shares. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the third (3rd) Business Day (defined below) following the Applicable Time, effective date of the Registration Statement (“Effective Date”) or at such time as shall be agreed upon by the Representative Underwriter and the Company, at a the offices of VCL Law LLP (the “Underwriter’s Counsel”) or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriter and the Company. The hour and date of delivery of 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 representing, the Firm Shares, Shares is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters Underwriter of certificates (in form and substance reasonably satisfactory to the UnderwritersUnderwriter) representing the Firm Shares (or if uncertificated through the full fast transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the UnderwritersUnderwriter. The Firm Shares shall be registered in such names and in such denominations as the Underwriters Underwriter may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters Underwriter to examine and package the Firm Shares for delivery at least one (1) 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 Underwriters Underwriter for all the Firm Shares. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies The Firm Shares are authorized or obligated by law hereinafter referred to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 collectively as the electronic funds transfer systems (including for wire transfers) of banking institutions in the State of New York generally are open for use by customers on such day“Securities.”

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the third (3rd) [ ] Business Day (defined below) following the Applicable Time, effective date of the Registration Statement (“Effective Date”) or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of VCL Law LLP (the “Underwriters’ Counsel”) or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of 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 representing, the Firm Shares, Shares is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters to examine and package the Firm Shares for delivery at least one (1) 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 Underwriters for all the Firm Shares. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the second (2nd) Business Day following the third (3rd) Business Day (defined below) following the Applicable Time, effective date of the Registration Statement (“Effective Date”) or at such time as shall be agreed upon by the Representative Underwriter and the Company, at a the offices of VCL Law LLP (the “Underwriter’s Counsel”) or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriter and the Company. The hour and date of delivery of 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 representing, the Firm Shares, Shares is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters Underwriter of certificates (in form and substance reasonably satisfactory to the UnderwritersUnderwriter) representing the Firm Shares (or if uncertificated through the full fast transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the UnderwritersUnderwriter. The Firm Shares shall be registered in such names and in such denominations as the Underwriters Underwriter may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters Underwriter to examine and package the Firm Shares for delivery at least one (1) 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 Underwriters Underwriter for all the Firm Shares. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Time, on the third (3rd) Business Day (defined below) following the Applicable Time, or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of Representative’s Counsel, 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of 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, for is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated through the full fast FAST transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Shares shall be registered in such names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will shall permit the Underwriters to examine and package the Firm Shares for delivery at least one full (1) 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 Underwriters for all 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 or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such dayYork.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the third (3rd) Business Day (defined below) following the Applicable Time, effective date of the Registration Statement (“Effective Date”) or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of VCL Law LLP (the “Underwriters’ Counsel”) or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of 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 representing, the Firm Shares, Shares is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters to examine and package the Firm Shares for delivery at least one (1) 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 Underwriters for all the Firm Shares. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies The Firm Shares are authorized or obligated by law hereinafter referred to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 collectively as the electronic funds transfer systems (including for wire transfers) of banking institutions in the State of New York generally are open for use by customers on such day“Securities.”

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the third (3rd) Business Day (defined below) following the Applicable Time, or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of the Representative’s counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of and payment for the Firm Shares is are 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.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares and Firm Resale Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days business days prior to the Closing Date. If certificated, the Company will permit the Underwriters to examine and package the Firm Shares for delivery at least one full Business Day prior to the Closing Date. The Company and the Selling Shareholder shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Underwriters for all the Firm Shares. A “Business Day” : means any day other than a Saturday, a Sunday or a other day on which banking institutions or trust companies commercial banks in the City of New York are authorized or obligated required by law to close in the State of New Yorkremain closed; provided, however, for clarification, banking institutions and trust companies 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 funds’ transfer systems (including for wire transfers) of banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the third (3rd) [●] Business Day (defined below) following the Applicable Time, effective date of the Registration Statement (“Effective Date”) or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of VCL Law LLP (the “Underwriters’ Counsel”) or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of 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 representing, the Firm Shares, Shares is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters to examine and package the Firm Shares for delivery at least one (1) 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 Underwriters for all the Firm Shares. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Time, on the third (3rd) Business Day (defined below) following the Applicable Time, or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of the Representative’s Counsel, 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of 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, for is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will shall permit the Underwriters to examine and package the Firm Shares for delivery at least one (1) 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 Underwriters for all 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 or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such dayYork.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.[●] A.M., Eastern Timetime, on the third (3rd) [●] Business Day (defined below) following the Applicable Time, effective date of the Registration Statement (“Effective Date”) or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of VCL Law LLP (the “Underwriters’ Counsel”) or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of 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 representing, the Firm Shares, Shares is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters to examine and package the Firm Shares for delivery at least one (1) 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 Underwriters for all the Firm Shares. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the third (3rd) Business Day (defined below) business day following the Applicable Time, or at such time as shall be agreed upon by the Representative and Underwriter, the Company, and the Selling Shareholders at a place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriter, the Company, and the CompanySelling Shareholders. The hour and date of delivery of 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.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters Underwriter of certificates (in form and substance reasonably satisfactory to the UnderwritersUnderwriter) representing the Firm Shares (or if uncertificated through the full fast transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the UnderwritersUnderwriter. The Firm Shares shall be registered in such names and in such denominations as the Underwriters Underwriter may request in writing at least two (2) Business Days business days prior to the Closing Date. If certificated, the Company and the Selling Shareholders will permit the Underwriters Underwriter to examine and package the Firm Shares for delivery at least one full Business Day business day prior to the Closing Date. The Company and the Selling Shareholders shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Underwriters Underwriter for all the Firm Shares. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the third (3rd) Business Day (defined below) following the Applicable Time, or at such time as shall be agreed upon by the Representative and the Company, at a the offices of the Representative’s counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery of 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 for the Firm Shares, Shares is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal (same day) funds upon (i) the entry of the name of the Underwriters (or their nominees) in the register of members of the Company and (ii) delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters 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 Underwriters for all 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 or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such dayYork.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.[●] A.M., Eastern Timetime, on the third (3rd) Business Day (defined below) following the Applicable Time, or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of the Representative’s counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of and payment for the Firm Shares is are 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.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days business days prior to the Closing Date. If certificated, the Company will permit the Underwriters 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 Underwriters for all the Firm Shares. A “Business Day” means any day other than a Saturday, a Sunday or a other day on which banking institutions or trust companies commercial banks in the City of New York are authorized or obligated required by law to close in the State of New Yorkremain closed; provided, however, for clarification, banking institutions and trust companies 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 funds’ transfer systems (including for wire transfers) of banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Time, on the third (3rd) Business Day (defined below) following the Applicable Time, or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of Representative’s Counsel, 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of 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, for is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will shall permit the Underwriters to examine and package the Firm Shares for delivery at least one (1) 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 Underwriters for all 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 or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such dayYork.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m., Eastern Time, on the third (3rd) Business Day (defined below) following the Applicable Time, or at such time as shall be agreed upon by the Representative and the Company, at a place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery of 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.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters 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 Underwriters for all the Firm Shares. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the second (2nd) Business Day following the effective date (the “Effective Date”) of the Registration Statement, as defined below, (or the third (3rd) Business Day (defined below) following the Applicable TimeEffective Date, if the Registration Statement is declared effective after 4:01 P.M.) or at such time as shall be agreed upon by the Representative and the Company, at a the offices of the Underwriters’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery of 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 representing, the Firm Shares, Shares is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters Representative of certificates (in form and substance reasonably satisfactory to the UnderwritersRepresentative) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters Representative may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters 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 Underwriters Representative for all the Firm Shares. “Business Day” means any day other than 1 Purchase price of the Firm Shares shall be at a Saturday, a Sunday or a day gross discount equal to 7.5% of the public offering price on which banking institutions or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such dayeach share offered.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the third (3rd) [●] Business Day (defined below) following the Applicable Time, effective date of the Registration Statement (“Effective Date”) or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of VCL Law LLP (the “Underwriters’ Counsel”) or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of 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 representing, the Firm Shares, Shares is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) immediately available funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters to examine and package the Firm Shares for delivery at least one (1) 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 full payment by the Underwriters for all the Firm Shares. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the third (3rd) Business Day (defined below) following the Applicable Time, or at such time as shall be agreed upon by the Representative and the Company, at a the offices of the Representative’s counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery of 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, for is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon (i) the entry of the name of the Underwriters (or their nominees) in the register of members of the Company and (ii) delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters 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 Underwriters for all 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 or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such dayYork.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the second (2nd) Business Day following the third (3rd) Business Day (defined below) following the Applicable Time, effective date of the Registration Statement (“Effective Date”) or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of VCL Law LLP (the “Underwriter’s Counsel”) or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of 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 representing, the Firm Shares, Shares is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters to examine and package the Firm Shares for delivery at least one (1) 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 Underwriters for all the Firm Shares. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the third (3rd) [●] Business Day (defined below) following the Applicable Time, effective date of the Registration Statement (“Effective Date”) or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of VCL Law LLP (the “Underwriters’ Counsel”) or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of 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 representing, the Firm Shares, Shares is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters to examine and package the Firm Shares for delivery at least one (1) 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 Underwriters for all the Firm Shares. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies The Firm Shares are authorized or obligated by law hereinafter referred to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 collectively as the electronic funds transfer systems (including for wire transfers) of banking institutions in the State of New York generally are open for use by customers on such day“Securities.”

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern time, on the second (2nd)(or if the Ordinary Shares are priced, as contemplated by Rule 15c6-1 under the Exchange Act, after 4:01 P.M. Eastern Time, on the third (3rdthird) full Business Day (defined below) following the Applicable Timehereof, or at such time as shall be agreed upon by the Representative Underwriter and the Company, at a the offices of the Underwriter’s counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriter and the CompanyCompany pursuant to Rule 15c6-1(a) under the Exchange Act, or in the case of the Additional Shares (as defined below), at such date and time set forth in the Option Notice. The hour and date of delivery of 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 representing, the Firm Shares, Shares is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters Underwriter of certificates (in form and substance reasonably satisfactory to the UnderwritersUnderwriter) representing the Firm Shares (or if uncertificated through the full fast transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the UnderwritersUnderwriter. The Firm Shares shall be registered in such names and in such denominations as the Underwriters Underwriter may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters Underwriter 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 Underwriters Underwriter for all the Firm Shares. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Time, on the third (3rd) Business Day (defined below) following the Applicable Time, or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of Representative’s Counsel, 1325 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of 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, for is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will shall permit the Underwriters to examine and package the Firm Shares for delivery at least one (1) 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 Underwriters for all 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 or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such dayYork.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Time, on the third (3rd) Business Day (defined below) following the Applicable Time[●], or 2024, at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of VCL Law LLP (the “Underwriters’ Counsel”) or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of 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 representing, the Firm Shares, Shares is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters to examine and package the Firm Shares for delivery at least one (1) 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 Underwriters for all the Firm Shares. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the State of New York; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on no later the 2nd Trading Day following the effective date of the Registration Statement (“Effective Date”) or the third (3rd) Business Trading Day (defined below) following the Applicable TimeEffective Date, if the Registration Statement is declared effective after 4:01 p.m. (New York City time) on the date hereof, or at such other time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of VCL Law LLP (the “Underwriters’ Counsel”) or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of and payment for the Firm Shares is called the “Closing Date.” The For the purposes hereof, “Trading Day” shall mean any day on which the principal Trading Market is open for trading and “Trading Market shall mean any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the OTCQB Venture Market, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).The closing of the payment of the purchase price for, and delivery of certificates representing representing, the Firm Shares, Shares is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters to examine and package the Firm Shares for delivery at least one (1) 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 Underwriters for all the Firm Shares. For the purposes hereof, “Business Day” means shall mean any day other than a Saturday, a Sunday or a other day on which banking institutions or trust companies commercial banks in the City of New York are authorized or obligated required by law to close in the State of New Yorkremain closed; provided, however, for clarification, banking institutions and trust companies 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 banking institutions in the State of New York generally are open for use by customers on such day.

Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 p.m.A.M., Eastern Timetime, on the third (3rd) Business Day (defined below) following the Applicable Time, or at such time as shall be agreed upon by the Representative Underwriters and the Company, at a the offices of the Representative’s counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative Underwriters and the Company. The hour and date of delivery of and payment for the Firm Shares is are 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.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in federal Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated 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 names and in such denominations as the Underwriters may request in writing at least two (2) Business Days business days prior to the Closing Date. If certificated, the Company will permit the Underwriters 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 Underwriters for all the Firm Shares. A “Business Day” means any day other than a Saturday, a Sunday or a other day on which banking institutions or trust companies commercial banks in the City of New York are authorized or obligated required by law to close in the State of New Yorkremain closed; provided, however, for clarification, banking institutions and trust companies 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 funds’ transfer systems (including for wire transfers) of banking institutions in the State of New York generally are open for use by customers on such day.