Common use of Delivery of Placement Shares Clause in Contracts

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLV’s or its designee’s account (provided MLV shall have given the Company written notice of such designee at least two Trading Days prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, through no fault of MLV, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a) hereto, the Company will (i) hold MLV harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) any commission, discount, or other compensation to which MLV would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV any commission, discount or compensation on any Placement Shares that are not timely delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange or (2) a material disruption in securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLV’s the Lead Agent's or its designee’s 's account (provided MLV the Lead Agent shall have given the Company written notice of such designee at least two one Trading Days Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Lead Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, through no fault of MLV, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a10(a) hereto, and provided that the Company Lead Agent has complied with its obligations hereunder, it will (i) hold MLV the Lead Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Company, and (ii) pay to MLV (without duplication) the Lead Agent any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided. Provided, however, that without limiting Section 10(a) herein, the Company shall not be obligated to pay to MLV the Lead Agent any commission, discount or other compensation on any Placement Shares that are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the NYSE, (ii) a general moratorium on commercial banking activities declared by either Canadian or United States federal or New York Stock Exchange State authorities or the Exchange or (2) a material disruption in securities settlement or clearance services in the United StatesStates or Canada; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Canada or a declaration by the United States or Canada of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLV’s Xx Xxxxx’x or its designee’s account (provided MLV Xx Xxxxx shall have given the Company written notice of such designee at least two Trading Days one Business Day prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV Xx Xxxxx will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, through no fault of MLV, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification) hereto, the Company it will (i) hold MLV Xx Xxxxx harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) Xx Xxxxx any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV any commission, discount or compensation on any so indemnify and reimburse Xx Xxxxx if the Placement Shares that are not timely delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Exchange or Exchange; (2) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (3) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war: or (4) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVFBR’s or its designee’s account (provided MLV FBR shall have given the Company written notice of such designee at least two one Trading Days Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV FBR will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, through no fault of MLV, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a10(a) heretoand provided that FBR has complied with its obligations in Section 3(a), the Company it will (i) hold MLV FBR harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV FBR (without duplication) any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV FBR any commission, discount or compensation on any Placement Shares that are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange NYSE or (2ii) a material disruption in securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVthe Agent’s or its designee’s account (provided MLV the Agent shall have given the Company written notice of such designee at least two Trading Days prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date, through no fault of MLV, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Contribution) hereto, the Company it will (i) hold MLV the Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) the Agent any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that without limiting Section 9(a) herein, the Company shall not be obligated to pay to MLV the Agent any commission, discount or other compensation on any Placement Shares that are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange NYSE American or (2ii) a material disruption in securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVthe Agent’s or its designee’s account (provided MLV the Agent shall have given the Company written notice of such designee and such designee’s account information at least two one Trading Days Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, Date through no fault of MLVthe Agent, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a) hereto, the Company it will (i) hold MLV the Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV the Agent (without duplication) any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV any commission, discount or compensation on any so indemnify and reimburse the Agent if the Placement Shares that are not timely delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange Exchange, or (2) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVthe Designated Distribution Agent’s or its designee’s account (provided MLV the Designated Distribution Agent shall have given the Company written notice of such designee at least two one Trading Days Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Designated Distribution Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, Date through no fault of MLVthe Designated Distribution Agent, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a) hereto, the Company it will (i) hold MLV the Designated Distribution Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV the Designated Distribution Agent (without duplication) any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV any commission, discount or compensation on any so indemnify and reimburse the Designated Distribution Agent if the Placement Shares that are not timely delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange Exchange, or (2) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVthe Agent’s or its designee’s account (provided MLV the Agent shall have given the Company written notice of such designee at least two one Trading Days Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, through no fault of MLV, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a10(a) hereto, the Company it will (i) hold MLV the Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) the Agent any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided. Provided, however, that without limiting Section 10(a) herein, in the Company shall event the Company, or its transfer agent (if applicable), cannot be obligated to pay to MLV any commission, discount or compensation on any deliver the Placement Shares that are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the NYSE; (ii) a general moratorium on commercial banking activities declared by United States federal or New York Stock Exchange State authorities or the Exchange or (2) a material disruption in securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, the Company shall immediately return the related Net Proceeds to the Agent and shall not be obligated to pay to the Agent any commission, discount or other compensation on such undelivered Placement Shares.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVthe Agent’s or its designee’s account (provided MLV the Agent shall have given the Company written notice of such designee at least two Trading Days one Business Day prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, through no fault of MLV, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification) hereto, it will hold the Company will (i) hold MLV Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) any commission, discount, or other compensation to which MLV would otherwise have been entitled absent such defaultCompany; provided, however, that the Company shall not be obligated to pay to MLV any commission, discount or compensation on any so indemnify and reimburse the Agent if the Placement Shares that are not timely delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange or Exchange; (2) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (3) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (4) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLV’s or its designee’s account (provided MLV shall have given the Company written notice of such designee at least two one Trading Days Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, Date through no fault of MLV, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a) hereto, the Company it will (i) hold MLV harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to so indemnify and reimburse MLV any commission, discount or compensation on any if the Placement Shares that are not timely delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange either Exchange, or (2) a general moratorium on commercial banking activities declared by federal, New York State or Japanese authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Japan.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLV’s or its designee’s account (provided MLV shall have given the Company written notice of such designee at least two one Trading Days Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, through no fault of MLV, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a10(a) heretoand provided that MLV has complied with its obligations in Section 3(a), the Company it will (i) hold MLV harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV any commission, discount or compensation on any Placement Shares that are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange NASDAQ or (2ii) a material disruption in securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement DateDate and against payment of the purchase price for the relevant Placement Shares, the Company will, or will cause the Depositary or its transfer agent (as applicable) to, electronically transfer deliver the Placement Shares being sold against the deposit with the Depositary’s custodian (or its nominee) of the corresponding number of Underlying Shares necessary for the issuance of the Placement Shares by crediting MLV’s XX Xxxxx’x or its designee’s account (provided MLV XX Xxxxx shall have given the Company written notice of such designee at least two one (1) Trading Days Day prior to the Settlement Date) at The Depository Trust Company the DTC through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV XX Xxxxx will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or the Depositary or its transfer agent (if as applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date, Date through no fault of MLVXX Xxxxx, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Contribution) hereto, the Company it will (i) hold MLV XX Xxxxx harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV XX Xxxxx (without duplication) an amount equal to any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV any commission, discount or compensation on any Placement Shares that are not timely delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange or (2) a material disruption in securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLV’s CF&Co's or its designee’s 's account (provided MLV CF&Co shall have given the Company written notice of such designee at least two Trading Days one Business Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same same-day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, through no fault of MLVthe Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) hereto(Indemnification and Contribution), the Company will (i) hold MLV CF&Co harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV any commission, discount or compensation on any so indemnify and reimburse CF&Co if the Placement Shares that are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the Exchange; (ii) a general moratorium on commercial banking activities declared by either federal or New York Stock Exchange State authorities or the Exchange or (2) a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLV’s or its designee’s account (provided MLV shall have given the Company written notice of such designee at least two one Trading Days Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, Date through no fault of MLV, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a) hereto, the Company it will (i) hold MLV harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to so indemnify and reimburse MLV any commission, discount or compensation on any if the Placement Shares that are not timely delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange Exchange, or (2) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVJMP’s or its designee’s account (provided MLV JMP shall have given the Company written notice of such designee at least two one (1) Trading Days Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV JMP will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date, through no fault of MLV, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Contribution) hereto, the Company it will (i) hold MLV JMP harmless against any loss, claim, damage, or reasonable, reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV JMP (without duplication) any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV any commission, discount or compensation on any Placement Shares that are not timely delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange or (2) a material disruption in securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVFBR’s or its designee’s account (provided MLV FBR shall have given the Company written notice of such designee at least two one Trading Days Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV FBR will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, through no fault of MLVFBR, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) hereto, the Company it will (i) hold MLV FBR harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV FBR (without duplication) any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV any commission, discount or compensation on any Placement Shares that are not timely delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange or (2) a material disruption in securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVthe Agent’s or its designee’s account (provided MLV the Agent shall have given the Company written notice of such designee at least two one Trading Days Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, Date through no fault of MLVthe Agent, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a) hereto, the Company it will (i) hold MLV the Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV the Agent (without duplication) any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV any commission, discount or compensation on any so indemnify and reimburse the Agent if the Placement Shares that are not timely delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange Exchange, or (2) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVthe Agent’s or its designee’s account (provided MLV the Agent shall have given the Company written notice of such designee at least two one Trading Days Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, Date through no fault of MLVthe Agent, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a) hereto, the Company it will (i) hold MLV the Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV the Agent (without duplication) any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV any commission, discount or compensation on any so indemnify and reimburse the Agent if the Placement Shares that are not timely delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange either Exchange, or (2) a general moratorium on commercial banking activities declared by federal, New York State or Japanese authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Japan.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVLadenburg Thalmann’s or its designee’s account (provided MLV Ladenburg Txxxxxxx shall have given the Company written notice of such designee at least two Trading Days prior to the Settlement Date) at The Depository Trust Company (“DTC”) through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV Ladenburg Txxxxxxx acting under the applicable Placement Notice will deliver the related Net Proceeds in same same-day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, through no fault of MLVthe Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) hereto(Indemnification and Contribution), the Company will (i) hold MLV Ladenburg Txxxxxxx harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) Ladenburg Txxxxxxx any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV any commission, discount or compensation on any Placement Shares that are not timely delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange or (2) a material disruption in securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVthe Designated Agent’s or its designee’s account (provided MLV the Designated Agent shall have given the Company written notice of such designee at least two Trading Days prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Designated Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date, through no fault of MLV, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Contribution) hereto, the Company it will (i) hold MLV the Agents harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) the Agents any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that without limiting Section 9(a) herein, the Company shall not be obligated to pay to MLV the Agents any commission, discount or other compensation on any Placement Shares that are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange NYSE or (2ii) a material disruption in securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVBRFBR’s or its designee’s account (provided MLV BRFBR shall have given the Company written notice of such designee at least two one Trading Days Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV BRFBR will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, through no fault of MLV, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a) heretoand provided that BRFBR has complied with its obligations in Section 3(a), the Company it will (i) hold MLV BRFBR harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV BRFBR (without duplication) any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV BRFBR any commission, discount or compensation on any Placement Shares that are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange Nasdaq or (2ii) a material disruption in securities settlement or clearance services in the United States.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVCF&Co’s or its designee’s account (provided MLV CF&Co shall have given the Company written notice of such designee at least two Trading Days prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV CF&Co will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, through no fault of MLV, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Contribution) hereto, the Company it will (i) hold MLV CF&Co harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) CF&Co any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such defaultdefault ; provided, however, that the Company shall not be obligated to pay to MLV any commission, discount or compensation on any so indemnify and reimburse CF&Co if the Placement Shares that are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the New York Exchange, the American Stock Exchange or the Exchange NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or (2) New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVChardan’s or its designee’s account (provided MLV Chardan shall have given the Company written notice of such designee at least two Trading Days prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV Chardan will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date, through no fault of MLV, then the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) (Indemnification and Contribution) hereto, the Company will (i) hold MLV Chardan, its directors, officers, members, partners, employees and agents of Chardan, each broker dealer affiliate of Chardan, and each person, if any, who (A) controls Chardan within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (B) is controlled by or is under common control with Chardan, harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV (without duplication) Chardan any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV any commission, discount or compensation on any Placement Shares that are not timely delivered due to (1) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange or (2) a material disruption in securities settlement or clearance services in the United States.. NY 245497366v7

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting MLVthe Agent’s or its designee’s account (provided MLV the Agent shall have given the Company written notice of such designee at least two one Trading Days Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Deposit/Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, MLV the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, through no fault of MLV, then in addition to and in no way limiting the rights and obligations set forth in Section 11(a) heretoand provided that the Agent has complied with its obligations in Section 3(a), the Company it will (i) hold MLV the Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to MLV the Agent (without duplication) any commission, discount, or other compensation to which MLV it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to pay to MLV the Agent any commission, discount or compensation on any Placement Shares that are not timely delivered due to (1i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Exchange or (2ii) a material disruption in securities settlement or clearance services in the United States.