Common use of Form of Payment; Deliveries Clause in Contracts

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its Purchase Price (less the amounts withheld pursuant to Section 4(j)) to the Company for the Common Shares, Prefunded Warrants 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 (as defined below) and (ii) the Company shall deliver to each Buyer (A) a stock certificate of the Company for such aggregate number of Common Shares as is set forth on the signature page of such Buyer attached hereto, (B) a Warrant pursuant to which the Buyer shall have the right to initially acquire up to that aggregate number of Warrant Shares based on the number Common Shares and/or Prefunded Warrants purchased by such Buyer as is set forth on the signature page of such Buyer attached hereto, and (C) a warrant of the Company for such aggregate number of Prefunded Warrants as is set forth on the signature page of such Buyer attached hereto, in each case, duly executed on behalf of the Company and registered in the name of the Buyer or its designee. Notwithstanding the foregoing, with respect to any Exercise Notice (as defined in the Warrant) delivered on or prior to 6:00 p.m. (New York City time) on the Trading Day immediately preceding the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Share Delivery Date (as defined in the Warrant) for purposes hereunder.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less the amounts withheld pursuant to Section 4(j)) to the Company for the Common Shares, Prefunded Warrants Initial Preferred 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 (as defined below) and (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4(j), if any) and, subject to receiving such payment, (ii) the Company shall deliver to each Buyer (A) a stock certificate of cause American Stock Transfer & Trust Company LLC (together with any subsequent transfer agent, the "Transfer Agent") through the Depository Trust Company for ("DTC") Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth on opposite such Buyer's name in column (3) of the signature page Schedule of Buyers to such Buyer attached heretoBuyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, (B) deliver to each Buyer (x) evidence, reasonably satisfactory to such Buyer, that a book-entry representing the issuance of such aggregate number of Initial Preferred Shares as is set forth opposite such Buyer's name in column (4) of the Schedule of Buyers has been established on the books and records of the Company at the Transfer Agent, and (y) a Warrant pursuant to which the such Buyer shall have the right to initially acquire up to that such aggregate number of Warrant Preferred Shares based on the number Common Shares and/or Prefunded Warrants purchased by such Buyer as is set forth on the signature page of opposite such Buyer attached hereto, and Buyer's name in column (C5) a warrant of the Company for such aggregate number Schedule of Prefunded Warrants as is set forth on the signature page of such Buyer attached heretoBuyers, in each case, duly executed on behalf of the Company and registered in the name of the such Buyer or its designee. Notwithstanding the foregoing, with respect to any Exercise Notice (as defined in the Warrant) delivered on or prior to 6:00 p.m. (New York City time) on the Trading Day immediately preceding the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Share Delivery Date (as defined in the Warrant) for purposes hereunder.

Form of Payment; Deliveries. On Subject to the satisfaction of the terms and conditions of this Agreement, on each Closing Date, (i) each the Buyer shall pay its Purchase Price (less the amounts withheld pursuant to Section 4(j)) deliver to the Company the Purchase Price for the Common Shares, Prefunded Warrants and the Warrants Convertible Debenture to be issued and sold to such the Buyer at the such Closing, by wire transfer minus any fees or expenses to be paid directly from the proceeds of immediately available funds in accordance with the Flow of Funds Letter (such Closing as defined below) set forth herein, and (ii) the Company shall deliver to each the Buyer (A) a stock certificate of the Company for such aggregate number of Common Shares as is set forth on the signature page of such Buyer attached hereto, (B) a Warrant pursuant to Convertible Debenture which the Buyer shall have is purchasing at such Closing with a principal amount corresponding with the right to initially acquire up to that aggregate number of Warrant Shares based Subscription Amount set forth opposite the Buyer’s name on the number Common Shares and/or Prefunded Warrants purchased by such Buyer as is set forth on the signature page of such Buyer attached hereto, and (C) a warrant of the Company for such aggregate number of Prefunded Warrants as is set forth on the signature page of such Buyer attached hereto, in each caseSchedule, duly executed on behalf of the Company and registered Company; provided, however, that $400,000 of the Purchase Price to be paid by Buyer in connection with the Second Closing shall be deemed to satisfy the outstanding balance of that certain Promissory Note in the name original principal amount of $400,000 issued by the Company to the Buyer on or about March 29, 2023, and the Company hereby authorizes the Buyer to apply such portion of the Purchase Price to such obligations in lieu of delivering such portion of the Purchase Price to be paid to the Company; provided further, that all of the Purchase Price to be paid by Buyer in connection with the Fifth Closing shall be paid to Gxxxxx & Co., CPAs, P.C., the Company’s independent auditor (the “Auditor”), on behalf of the Company in payment of outstanding professional fees due by the Company to its Auditor. Such professional fees shall be retained by the Auditor in payment of its outstanding fees in connection with certain public filings to be made by the Company with the SEC and the Company shall not seek from the Auditor, or its designeeaccept from the Auditor, all or any part of the fees received by the Auditor; it being understood and agreed that the Buyer is only consummating the Fifth Closing for the express purpose of the Auditor receiving the Purchase Price on behalf of the Company for the purposes of the Company making certain public filings with the SEC. Notwithstanding In addition to the foregoing, $100,000 of the Purchase Price to be paid to the Company in connection with respect to the Fifth Closing (the “Fifth Closing Holdback Amount”) shall be retained by the Buyer until the Company has satisfied the Fifth Closing Post-Closing Obligations, provided, however, that the Buyer shall retain the Fifth Closing Holdback Amount as liquidated damages (without any Exercise Notice (as defined reduction in the Warrantprincipal amount of the Convertible Debenture purchased in connection with the Fifth Closing or any change to the Buyer’s right to repayment in full thereunder) delivered if the Company does not satisfy the Fifth Closing Post-Closing Obligations on or prior to 6:00 p.m. (New York City time) on the Trading Day immediately preceding the Closing DateJuly 20, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Share Delivery Date (as defined in the Warrant) for purposes hereunder2023.

Form of Payment; Deliveries. On the Closing Date, (i) each the Buyer shall pay its Purchase Price (less the amounts withheld pursuant to Section 4(j)) to the Company for the Common Shares, Prefunded Warrants Preferred Shares and the Warrants to be issued and sold to such the Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the Company shall deliver to each Buyer (A) a stock certificate of cause Continental Stock Transfer & Trust Company (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company for (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that the Buyer is purchasing as is set forth on opposite the signature page Buyer’s name in column (3) of such Buyer attached heretothe Schedule of Buyers to the Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to the Buyer (x) a Series D Warrant pursuant to which the Buyer shall have the right to initially acquire up to that aggregate number of Series D Warrant Shares based on the number Common Shares and/or Prefunded Warrants purchased by such Buyer as is set forth opposite the Buyer’s name in column (4) on the signature page Schedule of such Buyer attached hereto, Buyers and (Cy) a warrant of the Company for such aggregate Buyer the number of Prefunded Warrants Preferred Shares as is set forth opposite the Buyer’s name in column (5) on the signature page Schedule of such Buyer attached heretoBuyers, in each case, duly executed on behalf of the Company and registered in the name of the Buyer or its designee. Notwithstanding the foregoing, with respect to any Exercise Notice (as defined in the WarrantSeries D Warrants) delivered on or prior to 6:00 p.m. (New York City time) on the Trading Day immediately preceding the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Share Delivery Date (as defined in the WarrantSeries D Warrants) for purposes hereunder.

Form of Payment; Deliveries. On or before the Initial Closing Date or the date of the Final Closing, as applicable, each Buyer purchasing Units at such Closing shall pay its respective Purchase Price to the Company or by delivering its Purchase Price to the Escrow Agent pursuant to Section 1(a). On the each applicable Closing Date, (i) the Escrow Agent shall deliver on behalf of each Buyer shall pay its acquiring Series B Shares and the related Warrants at the applicable Closing the respective Purchase Price (less the amounts withheld pursuant to Section 4(j)) to the Company for the Common Shares, Prefunded Warrants Series B Shares and the related Warrants to be issued and sold to such Buyer at the ClosingClosing pursuant to Section 1(a) above. Except with respect to the Large Investors, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) on each Closing Date, the Company shall deliver or cause to be delivered to each Buyer (A) a stock certificate of duly executed transfer agent instructions acknowledged by the Company for such aggregate number of Common Shares as is set forth on the signature page of such Buyer attached hereto, (B) a Warrant Company’s Transfer Agent pursuant to which the Company’s Transfer Agent shall issue to such Buyer: (A) 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 that aggregate the number of Warrant Shares based on the number Common Shares and/or Prefunded Warrants purchased by such Buyer as is set forth opposite such Buyer’s name in columns (4), (5), (6), (7) and (8), respectively, on the signature page Schedule of Buyers, (B) a certificate representing the Series B Shares set forth opposite such Buyer’s name in column (2) on the Schedule of Buyers. Within five business days of the applicable Closing Date, the Company shall deliver, or cause to be delivered: (i) warrant certificates, in the forms attached hereto as Exhibit A, Exhibit B, Exhibit C, Exhibit D and Exhibit E, pursuant to which such Buyer attached hereto, and (C) a warrant of shall have the Company for such aggregate right to initially acquire up to the number of Prefunded Warrants Warrant Shares as is set forth opposite such Buyer’s name in columns (4), (5), (6), (7) and (8), respectively, on the signature page Schedule of Buyers, (ii) a certificate representing the Series B Shares set forth opposite such Buyer attached hereto, Buyer’s name in each case, duly executed on behalf of the Company and registered in the name of the Buyer or its designee. Notwithstanding the foregoing, with respect to any Exercise Notice column (as defined in the Warrant) delivered on or prior to 6:00 p.m. (New York City time2) on the Trading Day immediately preceding Schedule of Buyers. For the Closing Date, which may be delivered at any time after the time sake of execution of the this Agreementclarity, the Company agrees to shall deliver the Warrant warrant certificates and certificate representing the Series B Shares subject referred to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Share Delivery Date (as defined in the Warrant) for purposes hereunderprevious sentence.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less the amounts withheld pursuant to Section 4(j)) to the Company for the Common Shares, Prefunded Warrants New Ordinary 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 (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4(j)) and (ii) the Company shall (A) cause Island Stock Transfer (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 New Ordinary Shares that 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, (B) update the register of members of the Company to appropriately record such issuance, and (C) deliver to each Buyer (Ax) a stock certificate of the Company for such aggregate number of Common Shares as is set forth on the signature page of such Buyer attached hereto, (B) a Series A Warrant pursuant to which the such Buyer shall have the right to initially acquire up to that such aggregate number of Series A Warrant Shares based on the number Common Shares and/or Prefunded Warrants purchased by such Buyer as is set forth opposite such Buyer’s name in column (4) on the signature page Schedule of Buyers and (y) a Series B Warrant pursuant to which such Buyer attached hereto, and (C) a warrant of shall have the Company for right to initially acquire up to such aggregate number of Prefunded Warrants Series B Warrant Shares as is set forth opposite such Buyer’s name in column (5) on the signature page Schedule of such Buyer attached heretoBuyers, in each case, duly executed on behalf of the Company and registered in the name of the such Buyer or its designee. Notwithstanding the foregoing, with respect to any Exercise Notice (as defined in the Warrant) delivered on or prior to 6:00 p.m. (New York City time) on the Trading Day immediately preceding the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Share Delivery Date (as defined in the Warrant) for purposes hereunder.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less the amounts withheld pursuant to Section 4(j)) to the Company for the Common Shares, Prefunded Warrants 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 (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4(j)) and (ii) the Company shall deliver to each Buyer (A) a stock certificate of cause Securities Transfer Corporation (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company for (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth on opposite such Buyer’s name in column (3) of the signature page Schedule of Buyers to such Buyer attached heretoBuyer’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-1 Warrant pursuant to which the such Buyer shall have the right to initially acquire up to that aggregate number of Series A-1 Warrant Shares based on the number Common Shares and/or Prefunded Warrants purchased by such Buyer as is set forth opposite such Buyer’s name in column (4) on the signature page Schedule of Buyers, (y) a Series A-2 Warrant pursuant to which such Buyer attached hereto, shall have the right to initially acquire up to that aggregate number of Series A-2 Warrant Shares as is set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers and (Cz) a warrant of Series B Warrant pursuant to which such Buyer shall have the Company for right to initially acquire up to such aggregate number of Prefunded Warrants Series B Warrant Shares as is set forth opposite such Buyer’s name in column (6) on the signature page Schedule of such Buyer attached heretoBuyers, in each case, duly executed on behalf of the Company and registered in the name of the such Buyer or its designee. Notwithstanding the foregoing, with respect to any Exercise Notice (as defined in the Warrant) delivered on or prior to 6:00 p.m. (New York City time) on the Trading Day immediately preceding the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Share Delivery Date (as defined in the Warrant) for purposes hereunder.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its Purchase Price (less the amounts withheld pursuant to Section 4(j)) to the Company for the Common Shares, Prefunded Warrants Preferred 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 (as defined below) and (ii) the Company shall deliver to each Buyer (A) a stock certificate of the Company for such aggregate number of Common Shares as is set forth on the signature page of such Buyer attached hereto, (B) a Series B Warrant pursuant to which the Buyer shall have the right to initially acquire up to that aggregate number of Series B Warrant Shares based on the number Common Shares and/or Prefunded Warrants Preferred Shares purchased by such Buyer as is set forth on the signature page of such Buyer attached hereto, and (C) a warrant stock certificate of the Company for such aggregate number of Prefunded Warrants Preferred Shares as is set forth on the signature page of such Buyer attached hereto, in each case, duly executed on behalf of the Company and registered in the name of the Buyer or its designee. Notwithstanding the foregoing, with respect to any Exercise Notice (as defined in the WarrantSeries B Warrants) delivered on or prior to 6:00 p.m. (New York City time) on the Trading Day immediately preceding the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Share Delivery Date (as defined in the WarrantSeries B Warrants) for purposes hereunder.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less the amounts withheld pursuant to Section 4(j)) to the Company for the Common Shares, Prefunded Initial Preferred Shares, the Warrants and the Preferred 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 (as defined below) and (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4(j), if any) and, subject to receiving such payment, (ii) the Company shall deliver to each Buyer (A) a stock certificate of cause American Stock Transfer & Trust Company LLC (together with any subsequent transfer agent, the "Transfer Agent") through the Depository Trust Company for ("DTC") Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth on opposite such Buyer's name in column (3) of the signature page Schedule of Buyers to such Buyer attached heretoBuyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, (B) deliver to each Buyer (I) evidence, reasonably satisfactory to such Buyer, that a book-entry representing the issuance of such aggregate number of Initial Preferred Shares as is set forth opposite such Buyer's name in column (4) of the Schedule of Buyers has been established on the books and records of the Company at the Transfer Agent, (II) a Series E-1 Preferred Warrant pursuant to which the such Buyer shall have the right to initially acquire up to that such aggregate number of Warrant E-1 Preferred Shares based on the number Common Shares and/or Prefunded Warrants purchased by such Buyer as is set forth on opposite such Buyer's name in column (5) of the signature page Schedule of Buyers, (III) a Series E-2 Preferred Warrant pursuant to which such Buyer attached hereto, and (C) a warrant of shall have the Company for right to initially acquire up to such aggregate number of Prefunded Warrants Warrant E-2 Preferred Shares as is set forth opposite such Buyer's name in column (6) of the Schedule of Buyers, (IV) a Series F-1 Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Series F-1 Warrant Shares as is set forth opposite such Buyer's name in column (2) on the signature page Schedule of Common Warrants, and (V) a Series F-2 Warrant pursuant to which such Buyer attached heretoshall have the right to initially acquire up to such aggregate number of Series F-2 Warrant Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Common Warrants, in each case, duly executed on behalf of the Company and registered in the name of the such Buyer or its designee. Notwithstanding the foregoing, with respect to any Exercise Notice (as defined in the Warrant) delivered on or prior to 6:00 p.m. (New York City time) on the Trading Day immediately preceding the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Share Delivery Date (as defined in the Warrant) for purposes hereunder.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less the amounts withheld pursuant to Section 4(j)) to the Company for the Common Shares, Prefunded Warrants 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 Company’s written wire instructions, (less, in the case of Funds Letter Iroquois (as defined below), the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall deliver to each Buyer (A) a stock certificate of cause American Stock Transfer & Trust Company, LLC (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company for (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that such Buyer is purchasing as is set forth on opposite such Buyer’s name in column (3) of the signature page Schedule of Buyers to such Buyer attached heretoBuyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, (B) deliver to such Buyer a Series A Warrant pursuant to which the such Buyer shall have the right to initially acquire up to that aggregate such number of Series A Warrant Shares based on the number Common Shares and/or Prefunded Warrants purchased by such Buyer as is set forth on the signature page of opposite such Buyer attached hereto, and Buyer’s name in column (C4) a warrant of the Company for such aggregate number Schedule of Prefunded Warrants as is set forth on the signature page of such Buyer attached hereto, in each case, Buyers duly executed on behalf of the Company and registered in the name of the such Buyer or its designee. Notwithstanding , (C) deliver to such Buyer a Series B Warrant pursuant to which such Buyer shall have the foregoing, with respect right to any Exercise Notice initially acquire up to such number of Series B Warrant Shares as is set forth opposite such Buyer’s name in column (as defined 5) of the Schedule of Buyers duly executed on behalf of the Company and registered in the Warrantname of such Buyer or its designee and (D) delivered on or prior to 6:00 p.m. (New York City time) on the Trading Day immediately preceding the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on Buyer the Closing Date other documents, instruments and the Closing Date shall be the Share Delivery Date (as defined certificates set forth in the Warrant) for purposes hereunderSection 7.

Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) to the Company for the Common Shares, Prefunded Warrants 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 (as defined below) and (ii) the Company shall deliver to each Buyer (A) a stock certificate of cause Continental Stock Transfer & Trust Company (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company for (“DTC”) Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth on opposite such Buyer’s name in column (3) of the signature page Schedule of Buyers to such Buyer attached heretoBuyer’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 the such Buyer shall have the right to initially acquire up to that aggregate number of Series A Warrant Shares based on the number Common Shares and/or Prefunded Warrants purchased by such Buyer as is set forth opposite such Buyer’s name in column (4) on the signature page Schedule of Buyers and (y) a Series B Warrant pursuant to which such Buyer attached hereto, and (C) a warrant of shall have the Company for right to initially acquire up to such aggregate number of Prefunded Warrants Series B Warrant Shares as is set forth opposite such Buyer’s name in column (5) on the signature page Schedule of such Buyer attached heretoBuyers, in each case, duly executed on behalf of the Company and registered in the name of the such Buyer or its designee. Notwithstanding the foregoing, with respect to any Exercise Notice (as defined in the WarrantSeries B Warrants) delivered on or prior to 6:00 p.m. (New York City time) on the Trading Day immediately preceding the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Share Delivery Date (as defined in the WarrantSeries B Warrants) for purposes hereunder.

Form of Payment; Deliveries. On or prior to the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less the amounts withheld pursuant to Section 4(j)) to the Company for the Common Shares, Prefunded Warrants Shares and the Warrants 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(g)), by wire transfer of immediately available funds to the Escrow Agent (hereinafter defined) (in the case of Crede) or the Company (in the case of each other Buyer) in accordance with the Flow of Funds Letter Escrow Agent’s or the Company’s (as defined belowthe case may be) and (ii) written wire instructions. On the Closing Date, the Company shall deliver to each Buyer (A) a stock certificate of cause Continental Stock Transfer & Trust Company (together with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company for (“DTC”) Fast Automated Securities Transfer Program to credit, without restriction, to 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) on the signature page Schedule of such Buyer attached heretoBuyers, (B) deliver to each Buyer (other than the CEO) a Warrant warrant certificate, in the form attached hereto as Exhibit A and to the CEO in the form attached hereto as Exhibit B, pursuant to which the such Buyer shall have the right to initially acquire up to that aggregate the number of Warrant Shares based on the number Common Shares and/or Prefunded Warrants purchased by such Buyer as is set forth opposite such Buyer’s name in column (4) on the signature page Schedule of such Buyer attached hereto, Buyers and (C) a warrant of deliver to such Buyer the Company for such aggregate number of Prefunded Warrants as is other documents, instruments and certificates set forth on in Section 7. Notwithstanding anything to the signature page of such Buyer attached hereto, in each case, duly executed on behalf of the Company and registered contrary contained in the name of the Buyer or its designee. Notwithstanding the foregoingWarrants, with respect to any Exercise Notice (as defined in the Warrant) delivered on or prior to 6:00 p.m. (New York City time) on the Trading Day immediately preceding the Closing Date, which may all Warrant Shares shall be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Share Delivery Date (as defined in the Warrant) for purposes hereundervia DWAC.