Common use of Form of Payment; Deliveries Clause in Contracts

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, (less, in the case of Cranshire (as defined below), the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall (A) cause OTC Stock Transfer, Inc. (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that such Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, (B) deliver to each Buyer a Warrant pursuant to which such Buyer shall have the right to initially acquire up to the number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers and (C) deliver to such Buyer the other documents, instruments and certificates set forth in Section 6.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Purchased Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, Flow of Funds Letter (as defined below) (less, in the case of Cranshire (as defined below)the lead Buyer, the amounts withheld pursuant to Section 4(g4(j)) and (ii) the Company shall (A) cause OTC Stock Transfer, Inc. Transhare Corporation (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Purchased Shares that such each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer a Warrant pursuant to which such Buyer shall have the right to initially acquire up to the such aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers Buyers, in each case, duly executed on behalf of the Company and (C) deliver to registered in the name of such Buyer the other documents, instruments and certificates set forth in Section 6or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, Flow of Funds Letter (as defined below) (less, in the case of Cranshire (as defined below)the lead Buyer, the amounts withheld pursuant to Section 4(g4(j)) and (ii) the Company shall (A) cause OTC EQ Shareowner Services (to which Corporate Stock Transfer, Inc. (has been merged into, together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that such each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer a Warrant pursuant to which such Buyer shall have the right to initially acquire up to the such aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers Buyers, in each case, duly executed on behalf of the Company and (C) deliver to registered in the name of such Buyer the other documents, instruments and certificates set forth in Section 6or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Purchased Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, (less, in the case Flow of Cranshire Funds Letter (as defined below), the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall (A) cause OTC Stock Transfer, Inc. VStock Transfer LLC (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Purchased Shares that such each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian systemsystem or at the Buyer’s request, issue the Purchases Shares to the Transfer Agent for the account of the Buyer in Book-Entry, and (B) deliver to each Buyer a Warrant pursuant to which such Buyer shall have the right to initially acquire up to the such aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers Buyers, in each case, duly executed on behalf of the Company and (C) deliver to registered in the name of such Buyer the other documents, instruments and certificates set forth in Section 6or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective the Purchase Price will be released from escrow in accordance with the escrow agreement among the Company, Xxxxxx Xxxxxx & Co., LLC, and Signature Bank, as escrow agent (the “Escrow Agreement”) to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, (less, in the case Flow of Cranshire Funds Letter (as defined below), the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall (A) cause OTC Corporate Stock Transfer, Inc. (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that such each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer a Warrant pursuant to which such Buyer shall have the right to initially acquire up to the such aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers Buyers, in each case, duly executed on behalf of the Company and (C) deliver to registered in the name of such Buyer the other documents, instruments and certificates set forth in Section 6or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, Flow of Funds Letter (as defined below) (less, in the case of Cranshire (as defined below)the lead Buyer, the amounts withheld pursuant to Section 4(g4.(j)) and (ii) the Company shall (A) cause OTC Corporate Stock Transfer, Inc. (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that such each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer a Warrant pursuant to which such Buyer shall have the right to initially acquire up to the such aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers Buyers, in each case, duly executed on behalf of the Company and (C) deliver to registered in the name of such Buyer the other documents, instruments and certificates set forth in Section 6or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, (less, in the case of Cranshire Iroquois (as defined below), the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall (A) cause OTC Stock Transfer, Inc. Registrar and Transfer Company (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that such Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, (B) deliver to each Buyer a Warrant pursuant to which such Buyer shall have the right to initially acquire up to the that number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers and (C) deliver to such Buyer the other documents, instruments and certificates set forth in Section 6.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Purchased Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, Flow of Funds Letter (as defined below) (less, in the case of Cranshire (as defined below)the lead Buyer, the amounts withheld pursuant to Section 4(g4(i)) and (ii) the Company shall (A) cause OTC Stock Transfer, Inc. Transhare Corporation (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Purchased Shares that such each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer a Warrant pursuant to which such Buyer shall have the right to initially acquire up to the that aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of on the Schedule of Buyers duly executed on behalf of the Company and (C) deliver to registered in the name of such Buyer the other documents, instruments and certificates set forth in Section 6or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, Flow of Funds Letter (as defined below) (less, in the case of Cranshire (as defined below)the lead Buyer, the amounts withheld pursuant to Section 4(g4(j)) and (ii) the Company shall (A) cause OTC Continental Stock Transfer, Inc. Transfer and Trust Company (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that such each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer a Warrant pursuant to which such Buyer shall have the right to initially acquire up to the such aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers Buyers, in each case, duly executed on behalf of the Company and (C) deliver to registered in the name of such Buyer the other documents, instruments and certificates set forth in Section 6or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective the Purchase Price will be released to the Company either (a) by ThinkEquity, a Division of Fordham Financial Management, Inc. and Torreya Capital, LLC (the “Placement Agents”) on behalf of each Buyer for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the flow of funds letter regarding the Closing, or (b) by the Buyer wiring the Purchase Price to the Company by wire transfer to an account designated in writing by the Company’s written wire instructions, (less, in the case of Cranshire (as defined below), the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall (A) cause OTC Stock Transfer, Inc. Nevada Agency and Transfer Company (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that such each Buyer is purchasing as is set forth opposite such Buyer’s name in column (32) of the Schedule of Buyers and as identified by each Buyer in the Purchaser Signature Page attached to such Buyer’s or its designeethis Agreement to either(a) the Placement Agent’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Bb) deliver to each Buyer a Warrant pursuant to which such Buyer shall have the right to initially acquire up directly to the number account of Warrant Shares each Buyer, or its respective nominee(s), at the designated account with DTC as is set forth opposite such Buyer’s name in column provided on the Purchaser Signature Page (4) of the Schedule of Buyers and (C) deliver to such Buyer the other documents, instruments and certificates set forth in Section 6if applicable).

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, Flow of Funds Letter (as defined below) (less, in the case of Cranshire (as defined below)the lead Buyer, the amounts withheld pursuant to Section 4(g4(j)) and (ii) the Company shall (A) cause OTC Stock VStock Transfer, Inc. LLC (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that such each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer a Warrant the Warrants pursuant to which such Buyer shall have the right to initially acquire up to the such aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers Buyers, in each case, duly executed on behalf of the Company and (C) deliver to registered in the name of such Buyer the other documents, instruments and certificates set forth in Section 6or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the ClosingClosing (less for Crede (as defined below), the Investment Fee withheld pursuant to Section 4(g)), by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, (less, in the case of Cranshire (as defined below), the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall (A) cause OTC American Stock TransferTransfer & Trust Company, Inc. LLC (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer ProgramProgram to credit, without restriction, to credit such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system such aggregate number of Common Shares that such Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of on the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian systemBuyers, (B) deliver to each Buyer a Warrant warrant certificate, in the form attached hereto as Exhibit A, pursuant to which such Buyer shall have the right to initially acquire up to the number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of on the Schedule of Buyers and (C) deliver to such Buyer the other documents, instruments and certificates set forth in Section 6. Notwithstanding anything to the contrary contained in the Warrants, all Warrant Shares shall be delivered via DWAC.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, (less, in the case of Cranshire Iroquois (as defined below), the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall (A) cause OTC Stock Transfer, Inc. Computershare Investor Services (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that such Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, (B) deliver to each Buyer (1) a Series 1 Warrant pursuant to which such Buyer shall have the right to initially acquire up to the that number of Series 1 Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers and (2) a Series 2 Warrant pursuant to which such Buyer shall have the right to initially acquire up to that number of Series 2 Warrant Shares as is set forth opposite such Buyer’s name in column (5) of the Schedule of Buyers and (C) deliver to such Buyer the other documents, instruments and certificates set forth in Section 6.

Form of Payment; Deliveries. On the applicable Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at such Closing (less for Crede (as defined below), the ClosingInvestment Fee withheld pursuant to Section 4(f)), by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, (less, in the case of Cranshire (as defined below), the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall (A) cause OTC American Stock TransferTransfer & Trust Company, Inc. LLC (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer ProgramProgram to credit, to credit such aggregate number of Common Shares that such Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers without restriction, to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system(“DWAC”) system such aggregate number of Common Shares that such Buyer is purchasing at such Closing as is set forth opposite such Buyer’s name in columns (3) or (4), as applicable, on the Schedule of Buyers, (B) deliver to each Buyer a Warrant warrant certificate, in the form attached hereto as Exhibit A, pursuant to which such Buyer shall have the right to initially acquire up to the number of Warrant Shares as is set forth opposite such Buyer’s name in column columns (45) of and (6) on the Schedule of Buyers and (C) deliver to such Buyer the other documents, instruments and certificates set forth in Section 6. Notwithstanding anything to the contrary contained in the Warrants, all Warrant Shares shall be delivered via DWAC.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, instructions (less, in the case of Cranshire any Ramius Buyer (as defined below), the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall (A) cause OTC American Stock Transfer, Inc. Transfer & Trust Company (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that such Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer a Warrant pursuant to which such Buyer shall have the right to initially acquire up to the such number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers duly executed on behalf of the Company and (C) deliver to registered on the books and records of the Company in the name of such Buyer the other documents, instruments and certificates set forth in Section 6or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Purchased Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, Flow of Funds Letter (as defined below) (less, in the case of Cranshire (as defined below)the lead Buyer, the amounts withheld pursuant to Section 4(g4(j)) and (ii) the Company shall (A) cause OTC Continental Stock Transfer, Inc. Transfer & Trust Company (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“”DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Purchased Shares that such each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer (x) a Series A Warrant pursuant to which such Buyer shall have the right to initially acquire up to the that aggregate number of Series A Warrant Shares as is set forth opposite such Buyer’s name in column (4) of on the Schedule of Buyers and (Cy) deliver a Series B Warrant pursuant to which such Buyer shall have the right to initially acquire up to such Buyer the other documents, instruments and certificates aggregate number of Series B Warrant Shares as is set forth opposite such Buyer’s name in Section 6column (5) on the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective the Purchase Price to the Company for the Common Shares and the related Warrants to be issued and sold to such Buyer at the Closing, Closing by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, (less, in the case of Cranshire (as defined below), the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall (A) cause OTC Island Stock Transfer, Inc. Transfer (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer ProgramProgram to credit, without restriction, to credit such aggregate number of Common Shares that such Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system(“DWAC”) system such aggregate number of Common Shares that Buyer is purchasing at such Closing as is set forth opposite Buyer’s name in column (3) on the Schedule of Buyers, (B) deliver to each Buyer a Warrant warrant certificates, in the forms attached hereto as Exhibit A, Exhibit B, Exhibit C, Exhibit D and Exhibit E, pursuant to which such Buyer shall have the right to initially acquire up to the number of Warrant Shares as is set forth opposite such Buyer’s name in column columns ((4), (5), (6), (7) of and (8), respectively, on the Schedule of Buyers and (C) deliver to such Buyer the other documents, instruments and certificates set forth in Section 6. Notwithstanding anything to the contrary contained in the Warrants, all Warrant Shares shall be delivered via DWAC.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, Flow of Funds Letter (as defined below) (less, in the case of Cranshire (as defined below)the lead Buyer, the amounts withheld pursuant to Section 4(g4(j)) and (ii) the Company shall (A) cause OTC Stock Transfer, Inc. Securities Transfer Corporation (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that such each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer a Warrant pursuant to which such Buyer shall have the right to initially acquire up to the such aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers Buyers, in each case, duly executed on behalf of the Company and (C) deliver to registered in the name of such Buyer the other documents, instruments and certificates set forth in Section 6or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, Flow of Funds Letter (as defined below) (less, in the case of Cranshire (as defined below)the lead Buyer, the amounts withheld pursuant to Section 4(g4(j)) and (ii) the Company shall (A) cause OTC Stock VStock Transfer, Inc. LLC (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that such each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer (x) a Series A Warrant pursuant to which such Buyer shall have the right to initially acquire up to the that aggregate number of Series A Warrant Shares as is set forth opposite such Buyer’s name in column (4) of on the Schedule of Buyers and (Cy) deliver a Series B Warrant pursuant to which such Buyer shall have the right to initially acquire up to such Buyer the other documents, instruments and certificates aggregate number of Series B Warrant Shares as is set forth opposite such Buyer’s name in Section 6column (5) on the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, instructions (less, in the case of Cranshire Iroquois (as defined below), the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall (A) cause OTC Stock Transfer, Inc. BNY Mellon Shareowner Services (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that such Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, (B) deliver to each Buyer a (1) a Series A Warrant pursuant to which such Buyer shall have the right to initially acquire up to the such number of Series A Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers and (2) a Series B Warrant pursuant to which such Buyer shall have the right to initially acquire up to such number of Series B Warrant Shares as is set forth opposite such Buyer’s name in column (5) of the Schedule of Buyers and (C) deliver to such Buyer the other documents, instruments and certificates set forth in Section 6.

Form of Payment; Deliveries. (i) On the Initial Closing Date, (i) each Buyer shall pay its respective Initial Purchase Price to the Company for the Initial Common Shares and the Warrants to be issued and sold to such Buyer at the Initial Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, (less, in the case Initial Flow of Cranshire Funds Letter (as defined below), the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall (A) cause OTC Stock TransferComputershare, Inc. (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Initial Common Shares that such each Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer a an Initial Warrant pursuant to which such Buyer shall have the right to initially acquire up to the that aggregate number of Initial Warrant Shares as is set forth opposite such Buyer’s name in column (45) of the Schedule of Buyers Buyers, in each case, duly executed on behalf of the Company and (C) deliver to registered in the name of such Buyer the other documents, instruments and certificates set forth in Section 6or its designee.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants Units to be issued and sold to such Buyer at the ClosingClosing (less for Crede (as defined below), the amounts, if any, withheld pursuant to Section 4(e)), by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, (less, in the case of Cranshire (as defined below), the amounts withheld pursuant to Section 4(g)) instructions and (ii) the Company shall (A) cause OTC Stock Transfer, Inc. Computershare (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”) Fast Automated Securities Transfer ProgramProgram to credit, to credit such aggregate number of Common Shares that such Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers without restriction, to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system(“DWAC”) system such aggregate number of Common Shares that such Buyer is purchasing as is set forth for such Buyer on the Schedule of Buyers, (B) deliver to each Buyer a Warrant warrant certificate, in the form attached hereto as Exhibit A, pursuant to which such Buyer shall have the right to initially acquire up to the number of Warrant Shares as is set forth opposite for such Buyer’s name in column (4) of Buyer on the Schedule of Buyers and (C) deliver to such Buyer the other documents, instruments and certificates set forth in Section 6.