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 the Agent’s or its designee’s (provided that the Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice 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, the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution), (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s Rxxxxxx Xxxxx’x or its designee’s account (provided that the Agent Rxxxxxx Jxxxx shall have given the Company written notice of such designee prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice Rxxxxxx Jxxxx 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, the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)) below, (i) it will hold the Agent Rxxxxxx Jxxxx harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as actually and reasonably incurred, arising out of or in connection with such default by the Company, and (ii) notwithstanding any such default by the Company, will pay to Rxxxxxx Jxxxx the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

Delivery of Placement Shares. On or before each Settlement Date, the Placement Shares sold through or to the Agent for settlement on such date shall be issued and delivered by the Company will, to the Agent against payment of the Net Proceeds from the sale of such Placement Shares. Settlement for all such Placement Shares shall be effected by delivery of the Placement Shares by the Company or will cause its transfer agent to, electronically transfer to the Placement Shares being sold by crediting the Agent’s Agent or its designee’s account (provided that the Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice will deliver the related Net Proceeds in same-return for payment in same day funds delivered to an the account designated by the Company on, or prior to, the Settlement DateCompany. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver the balance of the Placement Shares (if any) on a Settlement Date, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s Xxxxx’x or its designee’s account (provided that the Agent Cowen shall have given the Company written notice of such designee at least one (1) Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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. Cowen will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the Placement Shares being sold. On each Settlement Date, the Agent acting under the applicable Placement Notice Cowen 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 due to the Company’s direct action or inaction, its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date, the Company willDate (other than as a result of a failure by Cowen to provide instructions for delivery), in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent Cowen harmless against any loss, claim, damage, or reasonably incurred and documented expense (including reasonable reasonably incurred and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company and (ii) pay to the Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, issue and electronically transfer the Placement Shares being sold by crediting the AgentBTIG’s or its designee’s (provided that the Agent BTIG shall have given the Company written notice of such designee prior to the Settlement Date) account 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 Parties, which Placement Shares in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice BTIG will deliver the related Net Proceeds in same-same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable)agent, defaults in its obligation to deliver Placement Shares on a Settlement Date, Date pursuant to the Company willterms of any Agency Transaction or Terms Agreement, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contributionby the Company), the Company will (i) hold BTIG, its directors, officers, members, partners, employees and agents of BTIG and each person, if any, who (A) controls BTIG within the Agent 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 BTIG (other than the Company and its subsidiaries) (a “BTIG Affiliate”), harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent BTIG any commission, discount, commission or other compensation (including the value of any market price discounts in any applicable Principal Transaction) to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s or its designee’s (provided that the Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice 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, the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution), (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXXEXXXX.

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 the AgentMLV’s or its designee’s account (provided that the Agent MLV shall have given the Company written notice of such designee a reasonable period of time prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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, the Agent acting under the applicable Placement Notice MLV will deliver the related Net Proceeds in same-day funds to an account designated by the Company on, or prior to, the Settlement DateDate in funds made available on the same day. The Company agrees that if MLV will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of Placement Shares being sold. If the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement DateDate through no fault of MLV, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent MLV harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent MLV (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent 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 Agent will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of Placement Shares being sold. 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 the Agent, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s Xxxxx’x or its designee’s account (provided that the Agent Cowen shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice Cowen 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. Cowen will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of Placement Shares being sold. 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 DateDate (other than as a result of a failure by Cowen to provide instructions for delivery), the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent Cowen 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, Company or its transfer agent and (ii) pay to the Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Sales Agent’s or its designee’s account (provided that the Sales Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent 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 duly authorized Placement Shares on a Settlement Date, through no fault of the Sales Agent, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold the Sales Agent, its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls the Sales Agent 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 the Sales Agent (each, a “Sales Agent Affiliate”), and the Sales Agent’s clearing organization, harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s Xxxxxxx Xxxxx’x or its designee’s account (provided that the Agent Xxxxxxx Xxxxx shall have given the Company written notice of such designee prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice Xxxxxxx Xxxxx 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, the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)) below, (i) it will hold the Agent Xxxxxxx Xxxxx harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as actually and reasonably incurred, arising out of or in connection with such default by the Company, and (ii) notwithstanding any such default by the Company, will pay to Xxxxxxx Xxxxx the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Sales Agent’s or its designee’s account (provided that the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent 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 duly authorized Placement Shares on a Settlement Date, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold the Sales Agent, its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls the Sales Agent 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 the Sales Agent (each, a “Sales Agent Affiliate”), harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 Ladenburg by crediting the AgentLadenburg’s or its designee’s account (provided that the Agent Ladenburg shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice Ladenburg 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. Ladenburg will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of such Placement Shares being sold. 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 DateDate (other than as a result of a failure by Ladenburg to provide instructions for delivery), the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent Ladenburg 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, Company and (ii) pay to the Agent Ladenburg (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Sales Agent’s or its designee’s account (provided that the Sales Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent 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 duly authorized Placement Shares on a Settlement Date, through no fault of the Sales Agent, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold the Sales Agent, its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls the Sales Agent 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 the Sales Agent (each, a “Sales Agent Affiliate”), and the Sales Agent’s clearing organization, harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s Xxxxx’x or its designee’s account (provided that the Agent Cowen shall have given the Company written notice of such designee at least one (1) Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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, the Agent acting under the applicable Placement Notice Cowen 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 DateDate (other than as a result of a failure by Cowen to timely provide instructions for delivery), the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent Cowen harmless against any loss, claim, damage, or expense reasonable and documented expenses (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company and (ii) pay to the Agent Cowen (without duplication of any payment pursuant to Section 9(a)) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the AgentB. Xxxxx FBR’s or its designee’s account (provided that the Agent B. Xxxxx FBR shall have given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice B. Xxxxx FBR 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 DateDate through no fault of B. Xxxxx FBR, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereof, it will (i) hold the Agent B. Xxxxx 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent B. Xxxxx FBR (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s Sales Agents’ or its designee’s their designees’ account (provided that the Agent Sales Agents shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice Sales Agents 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 duly authorized Placement Shares on a Settlement Date, the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold each Sales Agent, its directors, officers, members, partners, employees and agents of such Sales Agent, each broker dealer affiliate of such Sales Agent, and each person, if any, who (A) controls the Sales Agents 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 such Sales Agent (each, a “Sales Agent Affiliate”), harmless against any loss, claim, damage, or reasonable expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent Sales Agents any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Designated Agent’s or its designee’s account (provided that the Designated Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Designated Agent 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 Designated Agent will be responsible for providing the instructions for delivery with regard to the issuance of the Placement Shares being sold. The Company agrees that if the CompanyCompany (other than as a result of failure by the Designated Agent to provide instructions for delivery), or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Designated Agent harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable and documented legal fees and expensesexpenses of its outside counsel), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Designated Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Sales Agent’s or its designee’s account (provided that the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent 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 duly authorized Placement Shares on a Settlement Date, the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold the Sales Agent, its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls the Sales Agent 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 the Sales Agent (each, a “Sales Agent Affiliate”), harmless against any loss, claim, damage, or 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, Company or its transfer agent (if applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the AgentMLV’s or its designee’s account (provided that the Agent MLV shall have given the Company written notice of such designee at least two Trading Days prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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, the Agent acting under the applicable Placement Notice MLV 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. MLV will be responsible for providing DWAC instructions or instructions for delivery by other means with respect to the transfer of Placement Shares being sold. 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, the Company willthrough no fault of MLV, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent MLV (without duplication) any commission, discount, discount or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the AgentMLV’s or its designee’s account (provided that the Agent MLV shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice MLV 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 DateDate through no fault of MLV, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent MLV (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing; provided, however, that the Company will shall not be required obligated to furnish any document so indemnify and reimburse MLV if the Placement Shares are not delivered due to (other than 1) a suspension or material limitation in trading in securities generally on the ProspectusExchange, or (2) to 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 Agent to the extent such document is available on XXXXXUnited 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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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, the Agent 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 Agent will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the Placement Shares being sold. The Company agrees that if the CompanyCompany (other than as a result of a failure by the Agent to provide instructions for delivery), or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 Cantor by crediting the AgentCantor’s or its designee’s account (provided that the Agent Cantor shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice Cantor 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. Cantor will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of such Placement Shares being sold. 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 DateDate (other than as a result of a failure by Cantor to provide instructions for delivery), the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent Cantor 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, Company and (ii) pay to the Agent Cantor (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s B. Xxxxx Securities’ or its designee’s account (provided that the Agent B. Xxxxx Securities shall have given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice B. Xxxxx Securities 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 DateDate through no fault of B. Xxxxx Securities, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereof, it will (i) hold the Agent B. Xxxxx Securities 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent B. Xxxxx Securities (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 (if applicable) to, electronically transfer the Placement Shares being sold against the deposit with the Depositary’s custodian (or its nominee) of the corresponding number of Ordinary Shares necessary for the issuance of the Placement Shares by crediting the Agent’s Cxxxx’x or its designee’s account (provided that the Agent Cowen shall have given the Company written notice of such designee at least one (1) Trading Day prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice Cowen 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), or the Depositary, defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent Cowen harmless against any loss, claim, damage, or reasonable documented expense (including reasonable documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company and (ii) pay to the Agent Cowen (without duplication) an amount equal to any commission, discount, discount or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Designated Agent’s or its designee’s account (provided that the Designated Agent shall have given the Company written notice of such designee and such designee’s account information at least two Trading Days prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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, the Designated Agent 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 Designated Agent will be responsible for providing DWAC instructions or instructions for delivery by other means with respect to the transfer of the Placement Shares being sold. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement DateDate through no fault of the Designated Agent, then the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Designated Agent harmless against any loss, claim, damage, or reasonable documented actual expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Designated Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Sales Agent’s or its designee’s account (provided that the Sales Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent 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 duly authorized Placement Shares on a Settlement Date, through no fault of the Sales Agent, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold the Sales Agent, its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls the Sales Agent 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 the Sales Agent (each, a “Sales Agent Affiliate”), and the Sales Agent’s clearing organization, harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have been entitled hereunder absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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, the Agent 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 Agent will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the Placement Shares being sold. The Company agrees that if the CompanyCompany (other than as a result of a failure by the Agent to provide instructions for delivery), or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, through no fault of the Agent, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Designated Distribution Agent’s or its designee’s account (provided that the Designated Distribution Agent shall have given the Company written notice of such designee and such designee’s account information at least one (1) Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Designated Distribution Agent 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 DateDate through no fault of the Designated Distribution Agent, the Company will, then in addition to to, and in no way limiting limiting, the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, (i) it will hold 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 CompanyCompany or its transfer agent (if applicable), and (ii) pay to the Designated Distribution Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the account of the Designated Agent’s , or its such designee’s account (provided that the Designated Agent shall have given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Designated Agent 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. Upon request by the Company, the Designated Agent will provide DWAC instructions or other instructions for delivery by other means with respect to the transfer of the Placement Shares being sold. 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, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Designated 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, Company or its transfer agent (if applicable) through no fault of the Agents and (ii) pay to the Designated Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s XX Xxxxx’x or its designee’s account (provided that the Agent XX Xxxxx shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice XX Xxxxx 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. XX Xxxxx will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the Placement Shares being sold. 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, the Company willDate through no fault of XX Xxxxx, in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent XX Xxxxx harmless against any loss, claim, damage, or 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, Company and (ii) pay to the Agent XX Xxxxx (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

Delivery of Placement Shares. On The Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or before each prior to, the Settlement Date. In addition, where the sale is undertaken by way of a privately negotiated transaction, the Agent shall procure that the purchaser provides a warranty in the sale documentation to the effect that the purchaser does not intend to sell the Placement Shares it acquires or grant, issue or transfer any interest in or option over the Placement Shares, in Australia within 12 months of the date of issue of the Placement Shares. Once the Company has received confirmation of receipt of the Net Proceeds, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice 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 If the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Sales Agent’s or its designee’s account (provided that the Sales Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent 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 duly authorized Placement Shares on a Settlement Date, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold the Sales Agent, its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls the Sales Agent 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 the Sales Agent (each, a “Sales Agent Affiliate”), and the Sales Agent’s clearing organization, harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Sales Agent’s or its designee’s account (provided that the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent 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 duly authorized Placement Shares on a Settlement Date, the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)hereto, the Company will (i) hold the Sales Agent, its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls the Sales Agent 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 the Sales Agent (each, a “Sales Agent Affiliate”), harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s or its designee’s (provided that the Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice 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, the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution), (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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 of Common Stock in good deliverable form. The Agent shall be responsible for providing DWAC instructions or other instructions for delivery by other means with regard to the transfer of the Placement Shares being sold. On each Settlement Date, the Agent 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 DateDate through no fault of the Agent, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Sales Agent’s or its designee’s account (provided that the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent 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 duly authorized Placement Shares on a Settlement Date, the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold the Sales Agent, its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls the Sales Agent 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 the Sales Agent (each, a “Sales Agent Affiliate”), harmless against any loss, claim, damage, or reasonable expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Sales Agent’s or its designee’s account (provided that the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. The Sales Agent shall have no obligation to attempt to sell the Placement Shares prior to such transfer of the Placement Shares. On each Settlement Date, the Sales Agent 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 duly authorized Placement Shares on a Settlement Date, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold the Sales Agent, its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls the Sales Agent 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 the Sales Agent (each, a “Sales Agent Affiliate”), and the Sales Agent’s clearing organization, harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Sales Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document default (other than a failure by the Prospectus) Sales Agent or a Sales Agent Affiliate to provide instructions to the Company or its transfer agent); provided, however, that the Company shall not be obligated to so indemnify and reimburse the Sales Agent if the Placement Shares are not delivered due to (1) a suspension or material limitation in trading in securities generally on the extent such document is available New York Stock Exchange or the Exchange; (2) a general moratorium on XXXXXcommercial 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 the AgentFBR’s or its designee’s account (provided that the Agent FBR shall have given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice FBR 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. FBR will be responsible for providing DWAC instructions or instructions for delivery by other means with respect to the transfer of Placement Shares being sold. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement DateDate through no fault of FBR, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent FBR (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the AgentChardan’s or its designee’s account (provided that the Agent Chardan shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice Chardan 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 duly authorized Placement Shares on a Settlement Date, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold 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 Agent 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 expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent Chardan any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.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 the Agent’s TX Xxxxx’x or its designee’s account (provided that the Agent TX Xxxxx shall have given the Company written notice of such designee at least one (1) Trading Day prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice TX Xxxxx 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 duly authorized Placement Shares on a Settlement DateDate (other than as a result of a failure by TX Xxxxx to timely provide instructions for delivery), the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent TX Xxxxx harmless against any loss, claim, damage, or 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, Company and (ii) pay to the Agent TX Xxxxx (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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. If other means of delivery are mutually agreed upon by the parties hereto, the Agent shall provide DWAC instructions or instructions for delivery by other means with regard to the transfer of Placement Shares being sold. On each Settlement Date, the Agent 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 DateDate through no fault of the Agent, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Distribution Agent’s or its designee’s account (provided provided, that the Distribution Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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 hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Distribution Agent 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, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Distribution Agent harmless against any loss, claim, damage, damage or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Distribution Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding The Distribution Agent agrees that if the foregoingDistribution Agent breaches this Agreement by failing to deliver the applicable Net Proceeds on any Settlement Date for Placement Shares delivered by the Company, the Distribution Agent will pay the Company will not be required to furnish any document interest based on the effective overnight federal funds rate plus two (other than the Prospectus2.00) to the Agent to the extent percentage points until such document is available on XXXXXproceeds, together with such interest, have been fully paid.

Delivery of Placement Shares. On Unless otherwise specified in the applicable Placement Notice, 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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On Unless otherwise specified in the applicable Placement Notice, on each Settlement Date, the Agent 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 DateDate through no fault of the Agent, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s XX Xxxxx’x or its designee’s account (provided that the Agent XX Xxxxx shall have given the Company written notice of such designee at least one (1) Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) 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, the Agent acting under the applicable Placement Notice XX Xxxxx 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 the Depositary or its transfer agent (if as applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement DateDate through no fault of XX Xxxxx, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent XX Xxxxx harmless against any loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company and (ii) pay to the Agent XX Xxxxx (without duplication) an amount equal to any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

Delivery of Placement Shares. On or before each Settlement Date, delivery for the Securities shall be made in accordance with Schedule 4 hereto and the Company will, or will cause the Depositary or its transfer agent (if applicable) to, electronically transfer the Placement Shares being sold by crediting the Agent’s Xxxxx’x or its designee’s account (provided that the Agent Cowen shall have given the Company reasonable advance written notice of such designee prior to the Settlement Date) account 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 ADSs in good deliverable form. On For each Settlement Date, the Agent acting under the applicable Placement Notice Cowen will deliver the related Net Gross Proceeds in same-same day funds to an account designated by the Company on, or prior to, the Settlement DateDate in accordance with Schedule 4 hereto. The Company agrees that if the Company, or the Depositary or its transfer agent (if applicable)) on behalf of the Company, defaults in its obligation to deliver duly authorized Placement Shares on a Settlement DateDate through no fault of Cowen, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent Cowen harmless against any loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company and (ii) pay to the Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s Xxxxx-Xxxxxx’x or its designee’s account (provided that the Agent Xxxxx-Xxxxxx shall have given the Company written notice of such designee a reasonable period of time prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice Xxxxx-Xxxxxx 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 If the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement DateDate (other than solely as a result of a failure by Xxxxx-Xxxxxx to provide instructions for delivery), the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent Xxxxx-Xxxxxx harmless against any loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent Xxxxx-Xxxxxx (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

Delivery of Placement Shares. Upon the acceptance of a Placement Notice by the Agent, the Company may issue and deliver for deposit in the Company’s brokerage account with the Agent, a number of Placement Shares equal or greater to the maximum number of Placement Shares referenced in the Placement Notice. On or before each Settlement Date, against payment of the Net Proceeds, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold not already delivered for deposit in the Company’s brokerage account by crediting the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent 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, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, issue and electronically transfer the Placement Shares being sold by crediting the Designated Agent’s or its designee’s (provided that the Designated Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 Parties, which Placement Shares in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Designated Agent 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, to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable)agent, defaults in its obligation to deliver Placement Shares on a Settlement Date, Date pursuant to the Company willterms of any Agency Transaction or Terms Agreement, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contributionby the Company), the Company will (i) hold the Agents, their directors, officers, members, partners, employees and agents of the Agents and each person, if any, who (A) controls each Agent 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 an Agent (other than the Company and its subsidiaries) (an “Agent Affiliate”), harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Designated Agent any commission, discount, commission or other compensation (including the value of any market price discounts in any applicable Principal Transaction) to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s XX Xxxxx’x or its designee’s account (provided that the Agent XX Xxxxx shall have given the Company written notice of such designee at least one (1) Trading Day prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice XX Xxxxx 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 duly authorized Placement Shares on a Settlement DateDate (other than as a result of a failure by XX Xxxxx to provide instructions for delivery), the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent XX Xxxxx harmless against any loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company and (ii) pay to the Agent XX Xxxxx (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s X. Xxxxx Securities’ or its designee’s account (provided that the Agent X. Xxxxx Securities shall have given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice X. Xxxxx Securities 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 DateDate through no fault of X. Xxxxx Securities, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereof, it will (i) hold the Agent X. Xxxxx Securities 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent X. Xxxxx Securities (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s XX Xxxxx’x or its designee’s account (provided that the Agent XX Xxxxx shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice XX Xxxxx 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 If the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent XX Xxxxx harmless against any loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent XX Xxxxx (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Sales Agent’s or its designee’s account (provided that the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent 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 duly authorized Placement Shares on a Settlement Date, (other than as a result of a failure by the Sales Agent to provide instructions for delivery) the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold the Sales Agent, its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls the Sales Agent 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 the Sales Agent (each, a “Sales Agent Affiliate”), and the Sales Agent’s clearing organization, harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable documented legal fees and expenses), as actually incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Designated Agent’s or its designee’s account (provided that the Designated Agent shall have given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Designated Agent 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. Upon request by the Company, the Designated Agent will provide DWAC instructions or other instructions for delivery by other means with respect to the transfer of the Placement Shares being sold. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement DateDate through no fault of the Designated Agent, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Designated Agent harmless against any loss, claim, damage, or reasonable, documented out-of-pocket expense (including reasonable and documented out-of-pocket legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Designated Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System of the Depository Trust Company or by such other means of delivery as may be mutually agreed upon by the parties hereto hereto, which in all cases shall be freely tradable, transferable, registered shares Common Shares in good deliverable form. On each Settlement Date, the Agent 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 DateDate through no fault of the Agent and provided that the Agent has not declined the applicable Placement Notice, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, (i) it will hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, discount or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Sales Agent’s or its designee’s account (provided that the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent 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 duly authorized Placement Shares on a Settlement Date, or such other time as mutually agreed upon, through no fault of the Sales Agent, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold the Sales Agent, their directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls the Sales Agent 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 the Sales Agent (each, a “Sales Agent Affiliate”), and the Sales Agent’s clearing organization, harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s Xxxxx’x or its designee’s account (provided that the Agent Cowen shall have given the Company written notice of such designee at least one (1) Trading Day prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice Cowen 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. Cowen will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the Placement Shares being sold. 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, Date (other than as a result of a failure by the Company willAgent to provide instructions for delivery), in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent Cowen harmless against any loss, claim, damage, or 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, Company and (ii) pay to the Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

Delivery of Placement Shares. On or before each Settlement Date, the Placement Shares sold through or to a Designated Agent for settlement on such date shall be issued and delivered by the Company will, to the Designated Agent against payment of the Net Proceeds from the sale of such Placement Shares. Settlement for all such Placement Shares shall be effected by delivery of the Placement Shares by the Company or will cause its transfer agent to, electronically transfer to the Placement Shares being sold by crediting the Agent’s Designated Agent or its designee’s account (provided that the Designated Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice will deliver the related Net Proceeds in same-return for payment in same day funds delivered to an the account designated by the Company on, or prior to, the Settlement DateCompany. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver the balance of the Placement Shares (if any) on a Settlement Date, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Designated 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent Agents (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, issue and electronically transfer the Placement Shares being sold by crediting the AgentBTIG’s or its designee’s (provided that the Agent BTIG shall have given the Company written notice of such designee prior to the Settlement Date) account 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 Parties, which Shares in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice BTIG will deliver the related Net Proceeds in same-same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable)agent, defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contributionby the Company), the Company will (i) hold BTIG, its directors, officers, members, partners, employees and agents of BTIG and each person, if any, who (A) controls BTIG within the Agent 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 BTIG (other than the Company and its subsidiaries) (a “BTIG Affiliate”), harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent BTIG any commission, discount, commission or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

Delivery of Placement Shares. On or before each Settlement Date, the Placement Shares sold through any Lead Agent for settlement on such date shall be issued and delivered by the Company will, to such Lead Agent against payment by such Lead Agent to the Company of the Net Proceeds from the sale of such Placement Shares. Settlement of all such Placement Shares shall be effected by free delivery of the Placement Shares by the Company or will cause its transfer agent to, to electronically transfer the Placement Shares being sold by crediting the applicable Lead Agent’s account or its designee’s account (provided that the applicable Lead Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System for Placement Shares sold in the United States and at CDS Clearing and Depository Services Inc. through its CDSX system for Placement Shares sold in Canada 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 tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice will deliver the related Net Proceeds in same-return for payment 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, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)12 hereto, it will (i) hold the Agent Lead Agents harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company and (ii) pay to the applicable Lead Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer and deposit the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System for trades occurred on the Nasdaq 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, the Agent 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 Agent will be responsible for providing the Deposit/Withdrawal at Custodian (DWAC) instructions for trades on the Nasdaq or instructions for delivery by other means with regard to the transfer of Placement Shares being sold. 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 the Agent, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the AgentWedbush’s or its designee’s account (provided that the Agent Wedbush shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice Wedbush 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. Wedbush will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the Placement Shares being sold. 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 DateDate (other than as a result of a failure by Wedbush to provide instructions for delivery), the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent Wedbush harmless against any loss, claim, damage, or 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, Company and (ii) pay to the Agent Wedbush (without duplication) any commission, discount, commission or other compensation discount to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the AgentMLV’s or its designee’s account (provided that the Agent MLV shall have given the Company written notice of such designee at least two Trading Days prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice MLV 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, the Company willthrough no fault of MLV, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, the Company will (i) hold the Agent 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent MLV (without duplication) any commission, discount, or other compensation to which it MLV would otherwise have been entitled absent such default. Notwithstanding the foregoing; provided, however, that the Company will shall not be required obligated to furnish pay to MLV any document commission, discount or compensation on any Placement Shares that are not timely delivered due to (other than 1) a suspension or material limitation in trading in securities generally on the ProspectusNew York Stock Exchange or the Exchange or (2) to a material disruption in securities settlement or clearance services in the Agent to the extent such document is available on XXXXXUnited 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 the Agent’s Sales Agents’ accounts or its designee’s (provided that the Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian Agent Commission 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 tradabletradeable, transferable, registered shares in good deliverable form. On , the Sales Agents will, on each Settlement Date, the Agent acting under the applicable Placement Notice will deliver the related Net Proceeds in same-same day funds delivered 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 DateDate through no fault of the Sales Agents, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)10 hereto, it will (i) hold the Agent Sales Agents harmless against any loss, claim, damage, or reasonable documented expense (including reasonable documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company and (ii) pay to the Agent Sales Agents any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing; provided, however, that without limiting Section 10 herein, the Company will shall not be required obligated to furnish pay the Sales Agents any document commission, discount or other compensation on any Placement Shares that it is not possible to settle due to: (other than i) a suspension or material limitation in trading in securities generally on Nasdaq; or (ii) a material disruption in securities settlement or clearance services in the Prospectus) to the Agent to the extent such document is available on XXXXXUnited 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 the Designated Agent’s or its designee’s account (provided that the Designated Agent shall have given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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. If other means of delivery are mutually agreed upon by the parties hereto, the Designated Agent shall provide DWAC instructions or instructions for delivery by other means with regard to the transfer of Placement Shares being sold. On each Settlement Date, the Designated Agent 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 DateDate through no fault of the Designated Agent, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Designated 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, Company or its transfer agent (if applicable) and (ii) pay to the Designated Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, issue and electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s (provided that the Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 Parties, which Placement Shares in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent 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, to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable)agent, defaults in its obligation to deliver Placement Shares on a Settlement Date, Date pursuant to the Company willterms of any Agency Transaction or Terms Agreement, in addition to and in no way limiting the rights and obligations set forth in Section 10(a12(a) (Indemnification and Contributionby the Company), the Company will (i) hold Agent, its directors, officers, members, partners, employees and agents of Agent and each person, if any, who (A) controls Agent 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 Agent (other than the Company and its Subsidiaries (as defined below)) (an “Agent Affiliate”), harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, commission or other compensation (including the value of any market price discounts in any applicable Principal Transaction) to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) 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, the Agent 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, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contributionprovided that the Agent has complied with its obligations in Section 3(a), it will (i) hold 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing; provided, however, that the Company will shall not be required obligated to furnish any document (other than the Prospectus) pay to the Agent any commission, discount or compensation on any Placement Shares that are not timely delivered due to (i) a suspension or material limitation in trading in securities generally on the extent such document is available on XXXXXExchange or (ii) 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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent 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 DateDate through no fault of the Agent, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing; provided, however, that the Company will shall not be required obligated to furnish any document (other than the Prospectus) to so indemnify and reimburse the Agent if the Placement Shares are not delivered due to (1) a suspension or material limitation in trading in securities generally on 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 extent such document is available on XXXXXUnited States 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 the Agent’s Xxxxx’x or its designee’s account (provided that the Agent Cowen shall have given the Company written notice of such designee at least two (2) Trading Days prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice Cowen 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. Cowen will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the Placement Shares being sold. 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 DateDate (other than as a result of a failure by Cowen to provide instructions for delivery), the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent Cowen harmless against any loss, claim, damage, or 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, Company and (ii) pay to the Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Distribution Agent’s or its designee’s account (provided that the Distribution Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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 hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Distribution Agent 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, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Distribution Agent harmless against any loss, claim, damage, 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, Company or its transfer agent (if applicable) and (ii) pay to the Distribution Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding The Distribution Agent agrees that if the foregoingDistribution Agent breaches this Agreement by failing to deliver the applicable Net Proceeds on any Settlement Date for Placement Shares delivered by the Company, the Distribution Agent will pay the Company will not be required to furnish any document interest based on the effective overnight federal funds rate plus two (other than the Prospectus2.00) to the Agent to the extent percentage points until such document is available on XXXXXproceeds, together with such interest, have been fully paid.

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 the AgentX. Xxxxx FBR’s or its designee’s account (provided that the Agent X. Xxxxx FBR shall have given the Company written notice of such designee a reasonable period of time prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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, the Agent acting under the applicable Placement Notice X. Xxxxx FBR will deliver the related Net Proceeds in same-day funds to an account designated by the Company on, or prior to, the Settlement DateDate in funds made available on the same day. The Company agrees that if X. Xxxxx FBR will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of Placement Shares being sold. If the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement DateDate through no fault of X. Xxxxx FBR, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent X. Xxxxx FBR harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent X. Xxxxx FBR (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Sales Agent’s or its designee’s account (provided that the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent 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 duly authorized Placement Shares on a Settlement Date, the Company will, in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold the Sales Agent, its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls the Sales Agent 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 the Sales Agent (each, a “Sales Agent Affiliate”), harmless against any loss, claim, damage, or 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, Company or its transfer agent (if applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the AgentNoble’s or its designee’s account (provided that the Agent Noble shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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, the Agent acting under the applicable Placement Notice Noble 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. Noble will be responsible for obtaining DWAC instructions or instructions for delivery by other means with regard to the transfer of Placement Shares being sold. 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, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold Noble, its directors, officers, members, partners, employees and agents of Noble, each broker dealer affiliate of Noble, and each person, if any, who (A) controls Noble within the Agent 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 Noble (each, a “Noble Affiliate”), harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent Noble any commission, discount, or other compensation to which it would otherwise have been entitled pursuant to Schedule 3 absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s Noble's or its designee’s 's account (provided that the Agent Noble shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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, the Agent acting under the applicable Placement Notice Noble 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. Noble will be responsible for obtaining DWAC instructions or instructions for delivery by other means with regard to the transfer of Placement Shares being sold. 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, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold Noble, its directors, officers, members, partners, employees and agents of Noble, each broker dealer affiliate of Noble, and each person, if any, who (A) controls Noble within the Agent 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 Noble (each, a "Noble Affiliate"), harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent Noble any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

Delivery of Placement Shares. On or before each Settlement Date, against payment of the Net Proceeds, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent 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, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing; provided, that no indemnification obligation of the Company will not be required under this subsection shall apply to furnish any document (other than the Prospectus) loss, liability, claim, damage or expense found in a final, non-appealable judgment by a court of competent jurisdiction to the Agent to the extent such document is available on XXXXXhave resulted primarily from Agent’s willful misconduct or gross negligence.

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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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, the Agent 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 Agent will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the Placement Shares being sold. The Company agrees that if the Company, Company (other than as a result of a failure by the Agent to provide instructions for delivery) or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, through no fault of the Agent, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s Xxxxx’x or its designee’s account (provided that the Agent Cowen shall have given the Company written notice of such designee at least one (1) Trading Day prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice Cowen 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. Cowen will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the Placement Shares being sold. 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 DateDate (other than as a result of a failure by Cowen to provide instructions for delivery), the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent Cowen harmless against any loss, claim, damage, or 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, Company and (ii) pay to the Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Sales Agent’s or its designee’s account (provided that the Sales Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent 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 duly authorized Placement Shares on a Settlement Date, through no fault of the Sales Agent, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold the Sales Agent, its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls the Sales Agent 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 the Sales Agent (each, a “Sales Agent Affiliate”), and the Sales Agent’s clearing organization, harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

Delivery of Placement Shares. Upon the acceptance of a Placement Notice by the Designated Agent, the Company may issue and deliver for deposit in the Company’s brokerage account with the Designated Agent, a number of Placement Shares equal or greater to the maximum number of Placement Shares referenced in the Placement Notice. On or before each Settlement Date, against payment of the Net Proceeds, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold not already delivered for deposit in the Company’s brokerage account by crediting the Designated Agent’s or its designee’s account (provided that the Designated Agent shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Designated Agent 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, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Designated Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Designated Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Designated Agent’s or its designee’s account (provided that the such Designated Agent shall have given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian (“DWAC”) 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, and registered shares in good deliverable form. On each Settlement Date, the Designated Agent 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. Upon request by the Company, the Designated Agent will provide DWAC instructions or other instructions for delivery by other means with respect to the transfer of the Placement Shares being sold. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement DateDate through no fault of the Designated Agent, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Designated 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, Company or its transfer agent (if applicable) and (ii) pay to the such Designated Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s Xxxxx’x or its designee’s account (provided that the Agent Cowen shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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, the Agent acting under the applicable Placement Notice Cowen 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. Cowen will be responsible for providing DWAC instructions or instructions for delivery by other means with respect to the Placement Shares being sold. 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 DateDate (other than as a result of a failure by Cowen to provide true and correct instructions for delivery), the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)Company Indemnification) hereto, it will (i) hold the Agent Cowen harmless against any loss, claim, damage, or 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, Company and (ii) pay to the Agent Cowen any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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, the Agent 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 Agent will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the Placement Shares being sold. The Company agrees that if the CompanyCompany (other than as a result of a failure by the Agent to provide instructions for delivery), or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 (if applicable) to, electronically transfer the Placement Shares being sold by crediting the Agent’s Guggenheim Securities’ or its designee’s account (provided that the Agent Guggenheim Securities shall have given the Company written notice of such designee prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice Guggenheim Securities 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), or the Depositary, defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent Guggenheim Securities harmless against any loss, claim, damage, or reasonable documented expense (including reasonable documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company and (ii) pay to the Agent Guggenheim Securities any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System 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, the Agent 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 Agent will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the Placement Shares being sold. The Company agrees that if the CompanyCompany (other than as a result of a failure by the Agent to provide instructions for delivery), or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement DateDate through no fault of the Agent, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Designated Agent’s or its designee’s account (provided that the such Designated Agent shall have given the Company written notice of such designee and such designee’s account information at least one (1) Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian (“DWAC”) 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, and registered shares in good deliverable form. On each Settlement Date, the Designated Agent 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. Upon request by the Company, the Designated Agent will provide DWAC instructions or other instructions for delivery by other means with respect to the transfer of the Placement Shares being sold. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement DateDate through no fault of the Designated Agent, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Designated 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, Company or its transfer agent (if applicable) and (ii) pay to the such Designated Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s Xxxxx’x or its designee’s account (provided that the Agent Cowen shall have given the Company written notice of such designee at least one (1) Trading Day prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice Cowen 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 duly authorized Placement Shares on a Settlement DateDate (other than as a result of a failure by Cowen to timely provide instructions for delivery), the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent Cowen harmless against any loss, claim, damage, or 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, Company and (ii) pay to the Agent Cowen (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the AgentMLV’s or its designee’s account (provided that the Agent MLV shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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, the Agent acting under the applicable Placement Notice MLV 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. MLV will be responsible for providing DWAC instructions or instructions for delivery by other means with respect to the transfer of Placement Shares being sold. 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, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent MLV (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s Xxxxxx Xxxxx'x or its designee’s 's account (provided that the Agent Xxxxxx Xxxxx shall have given the Company written notice of such designee prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice Xxxxxx Xxxxx 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, the Company will, that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereof but subject to Section 9(c) hereof, the Company will (i) hold the Agent Xxxxxx Xxxxx harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company and (ii) pay to the Agent Xxxxxx Xxxxx any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 (if applicable) to, electronically transfer the Placement Shares being sold by crediting the Agent’s Xxxxx’x or its designee’s account (provided that the Agent Cowen shall have given the Company written notice of such designee prior to the Settlement Date) account 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, the Agent acting under the applicable Placement Notice Cowen 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), or the Depositary, defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent Cowen harmless against any loss, claim, damage, or reasonable documented expense (including reasonable documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company and (ii) pay to the Agent Cowen (without duplication) any commission, discount, discount or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, issue and electronically transfer the Placement Shares being sold by crediting the Agent’s BTIG's or its designee’s 's (provided that the Agent BTIG shall have given the Company written notice of such designee prior to the Settlement Date) account 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 Parties, which Placement Shares in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice BTIG will deliver the related Net Proceeds in same-same day funds to an account designated by the Company on, or prior to, to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable)agent, defaults in its obligation to deliver Placement Shares on a Settlement Date, Date pursuant to the Company willterms of any Agency Transaction or Terms Agreement, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contributionby the Company), the Company will (i) hold BTIG, its directors, officers, members, partners, employees and agents of BTIG and each person, if any, who (A) controls BTIG within the Agent 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 BTIG (other than the Company and its subsidiaries) (a "BTIG Affiliate"), harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent BTIG any commission, discount, commission or other compensation (including the value of any market price discounts in any applicable Principal Transaction) to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the AgentX. Xxxxx FBR’s or its designee’s account (provided that the Agent X. Xxxxx FBR shall have given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice X. Xxxxx FBR 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 DateDate through no fault of X. Xxxxx FBR, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereof, it will (i) hold the Agent X. Xxxxx 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent X. Xxxxx FBR (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent 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 DateDate through no fault of the Agent, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing; provided, however, that the Company will shall not be required obligated to furnish any document (other than the Prospectus) to so indemnify and reimburse the Agent if the Placement Shares are not delivered due to (1) a suspension or material limitation in trading in securities generally on the extent such document is available Exchange, or (2) a general moratorium on XXXXXcommercial 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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee at least one (1) Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent 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 Agent will be responsible for providing the instructions for delivery with regard to the issuance of Placement Shares being sold. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement DateDate through no fault of the Agent, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the AgentNoble’s or its designee’s account (provided that the Agent Noble shall have given the Company written notice of such designee prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice Noble 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 duly authorized Placement Shares on a Settlement Date, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold Noble, its directors, officers, members, partners, employees and agents of Noble, each broker dealer affiliate of Noble, and each person, if any, who (A) controls Noble within the Agent 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 Noble (each, a “Noble Affiliate”), harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent Noble any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the AgentNoble’s or its designee’s account (provided that the Agent Noble shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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, the Agent acting under the applicable Placement Notice Noble 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. Noble will be responsible for obtaining DWAC instructions or instructions for delivery by other means with regard to the transfer of Placement Shares being sold. 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, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, the Company will (i) hold Noble, its directors, officers, members, partners, employees and selling agents of Noble, each broker dealer affiliate of Noble, and each person, if any, who (A) controls Noble within the Agent 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 Noble (each, a “Noble Affiliate”), harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent Noble any commission, discount, or other compensation to which it would otherwise have been entitled pursuant to Schedule 3 absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the AgentFBR’s or its designee’s account (provided that the Agent FBR shall have given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent acting under the applicable Placement Notice FBR 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. FBR will be responsible for providing DWAC instructions or instructions for delivery by other means with respect to the transfer of Placement Shares being sold. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement DateDate through no fault of FBR, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent FBR (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.DM3\4762407.4

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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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, the Agent 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 Agent will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the Placement Shares being sold. The Company agrees that if the CompanyCompany (other than as a result of the failure by the Agent to provide instructions for delivery), or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or reasonable expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the Agent’s or its designee’s account (provided that the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) account 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 tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent 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 Agent will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the transfer of the Placement Shares to be sold. The Company agrees that if the CompanyCompany (other than as a result of a failure by the Agent to provide instructions for delivery), or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

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 the applicable Distribution Agent’s or its designee’s account (provided that the applicable Distribution Agent shall have given the Company written notice of such designee and such designee’s account information at least two Trading Days prior to the Settlement Date) account at The Depository Trust Company (the “DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) 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, the Agent acting under the applicable Placement Notice Distribution Agents 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 Distribution Agents will be responsible for providing DWAC instructions or instructions for delivery by other means with respect to the transfer of Placement Shares being sold. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement DateDate through no fault of the Distribution Agents, the Company will, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification and Contribution)hereto, it will (i) hold the Agent Distribution 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, Company or its transfer agent (if applicable) and (ii) pay to the Agent Distribution Agents (without duplication) any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.

Delivery of Placement Shares. On or before each Settlement DateOnce Cowen has confirmed the receipt of the sales proceeds in cleared funds, the Company willshall (i) issue the Ordinary Shares underlying the ADSs, or will cause (ii) instruct its transfer agent to, electronically transfer to deposit those Ordinary Shares with the Placement Shares being sold by crediting Depository’s Australian custodian and instruct the Agent’s or its designee’s (provided Depositary to deliver ADSs in respect of that the Agent shall have given the Company written notice of such designee prior deposit to the Company’s Settlement Date) account at The Depository Trust Company Account (as controlled by the “DTC”Company) through its the Deposit and Withdrawal at Custodian System of the Depository Trust Company or by such other means of delivery as may be mutually agreed upon by the parties hereto hereto, which ADSs in all cases shall be freely tradable, transferable, registered shares ADSs in good deliverable formform and (iii) pay the issuance fee in respect of those ADSs to the Depositary. Immediately following the issue of the Placement Shares, the Company will apply to ASX for official quotation of the Ordinary Shares on ASX and upon Settlement will issue and “cleansing notice” in compliance with sections 708A(5), (6) and (7) of the Corporations Act in relation to issue of the Placement Shares. On each Settlement Date, Cowen shall settle the Agent acting under sale of such ADSs on a “delivery—versus—payment” (“DVP”) basis in accordance with customary practice and rules of the applicable Placement Notice will deliver the related Net Proceeds in same-day funds to an account designated by the Company on, or prior to, the Settlement Datesecurities industry. The Company agrees that if the Company, or its transfer agent (if applicable)the Depositary, defaults in its obligation to deliver Placement Shares ADSs on a Settlement DateDate (once Cowen has confirmed the receipt of the sales proceeds), the Company will, agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification and Contribution)) hereto, it will (i) hold the Agent Cowen harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, Company and (ii) pay to the Agent Cowen any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Notwithstanding the foregoing, the Company will not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on XXXXX.