Common use of Second Closing Deliveries Clause in Contracts

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Shares, and each Subscriber will deliver its portion of the Second Closing Purchase Price (the “Second Closing”). The Company will deliver a certificate (“Second Closing Certificate”) signed by its chief operating officer and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Closing Date, the actual effective date of the Registration Statement and the Second Closing Date as if such representations and warranties were made and given on each of such dates, (ii) adopting the covenants of the Company set forth in Section 6 of this Agreement in relation to the Second Closing Shares, and (iii) representing the timely compliance by the Company with the Company’s registration requirements set forth in Section 8 of this Agreement. A legal opinion nearly identical to the legal opinion referred to in Section 3 of this Agreement shall be delivered to the Subscribers at the Second Closing in relation to the Company and Second Closing Shares (“Second Closing Legal Opinion”). The legal opinion must state that all of the Registrable Securities have been included for registration in an effective registration statement.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing SharesShares and Second Closing Warrants, and each the Subscriber will deliver its portion of the Second Closing Purchase Price (the “"Second Closing”"). The Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief operating officer and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Closing Date, the actual effective date of the Registration Statement and the Second Closing Date as if such representations and warranties were made and given on each of such dates, (ii) adopting the covenants of the Company set forth in Section 6 of this Agreement in relation to the Second Closing SharesSecurities, and (iii) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 8 of this Agreement. A legal opinion nearly identical to the legal opinion referred to in Section 3 of this Agreement shall be delivered to the Subscribers Subscriber at the Second Closing in relation to the Company and Second Closing Shares (“Second Closing Legal Opinion”)Securities. The legal opinion must state that all of the Registrable Securities have been included for registration in an effective registration statement.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Tranche Shares, and each the Subscriber will deliver its portion of the Second Closing Purchase Price Tranche Funds (the “"Second Closing”"). The Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief operating officer and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Closing Date, the actual effective date of the Registration Statement and the Second Closing Date as if such representations and warranties were made and given on each of such dates, (ii) adopting the covenants and obligations of the Company set forth in Section 6 this Agreement including but not limited to Sections 9, 11.7, and 13 of this Agreement in relation to the Second Closing Tranche Shares, and (iii) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 8 11 of this Agreement. A legal opinion nearly identical to the legal opinion referred to in Section 3 6 of this Agreement shall be delivered to the Subscribers Subscriber at the Second Closing in relation to the Company and Second Closing Shares (“Second Closing Legal Opinion”)Tranche Shares. The legal opinion must state that all of the Registrable Securities have been included for registration in an effective registration statement.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Shares, Notes to the Escrow Agent and each Subscriber will deliver its his portion of the Second Closing Purchase Price (to the “Second Closing”)Escrow Agent. The Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief operating officer and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the actual effective date of the Registration Statement Actual Effective Date and the Second Closing Date Date, as if such representations and warranties were made and given on each of such dates, (ii) adopting the covenants of the Company and conditions set forth in Section 6 Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing SharesNotes, and (iii) representing the timely compliance by the Company with the Company’s registration requirements set forth in Section 8 11 of this Agreement, and (iv) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 3 6 of this Agreement shall be delivered to the Subscribers Subscriber at the Second Closing in relation to the Company and Second Closing Shares Notes (“"Second Closing Legal Opinion”"). The legal opinion must state that all of the Registrable Securities have been included for registration in an effective registration statementstatement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Shares, Note to the Escrow Agent and each the Subscriber will deliver its portion of the Second Closing Purchase Price (to the “Second Closing”)Escrow Agent. The Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief operating officer and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Closing Date, the actual effective date of the Registration Statement and the Second Closing Date Date, as if such representations and warranties were made and given on each of such dates, (ii) adopting the covenants of the Company and conditions set forth in Section 6 Sections 7, 8, and 9 of this Agreement in relation to the Second Closing SharesSecurities, and (iii) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 8 10 of this Agreement, and (iv) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 3 of this Agreement shall be delivered to the Subscribers Subscriber at the Second Closing in relation to the Company and Second Closing Shares Securities (“"Second Closing Legal Opinion”Opinions"). The legal opinion must state that all of the Registrable Securities have been included for registration in an effective registration statement.

Second Closing Deliveries. On or before the Second Closing Date, the Company will deliver the Second Closing Shares, Units to the Escrow Agent and each Subscriber will deliver its his portion of the Second Closing Purchase Price (to the “Escrow Agent. On the Second Closing”). The Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief operating officer and or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the actual effective date of the Registration Statement Actual Effective Date, and the Second Closing Date Date, as if such representations and warranties were made and given on each of all such dates, (ii) adopting reaffirming the covenants of the Company and conditions set forth in Section 6 Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing SharesAgreement, and (iii) representing the timely compliance by the Company with the Company’s 's registration requirements obligations set forth in Section 8 11 of this Agreement. A legal opinion nearly identical to the legal opinion referred to in Section 3 6 of this Agreement shall be delivered to the Subscribers at the Second Closing in relation to the Company and Second Closing Shares Units (“"Second Closing Legal Opinion”"). The legal opinion Second Closing Legal Opinion must also state that all of the Registrable Registerable Securities (as defined in this Agreement) have been included for registration resale under the Securities Act of 1933, as amended in an effective registration statementstatement effective as of the Actual Effective Date and Second Closing Date.