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, issue and electronically transfer the Placement Shares being sold by crediting BTIG’s or its designee’s (provided BTIG shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, which Placement Shares in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent, defaults in its obligation to deliver Placement Shares on a Settlement Date pursuant to the terms 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 by 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 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 or its transfer agent (if applicable) and (ii) pay to BTIG any 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.

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 BTIGthe Sales Agent’s or its designee’s account (provided BTIG the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to the terms of any Agency Transaction or Terms AgreementDate, in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.

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 BTIGthe Designated Distribution Agent’s or its designee’s account (provided BTIG the Designated Distribution 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 through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Designated Distribution Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date pursuant to through no fault of the terms of any Agency Transaction or Terms AgreementDesignated Distribution Agent, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification by the Company)hereto, the Company it 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 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”), Designated Distribution Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to BTIG the Designated Distribution Agent (without duplication) any commission commission, discount, 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.

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 BTIGthe Sales Agent’s or its designee’s account (provided BTIG the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company 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, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares Ordinary Shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Sales 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. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, or such other time as mutually agreed upon, through no fault of the terms of any Agency Transaction or Terms AgreementSales Agent, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG Sales Agent Affiliate”), and the Sales Agent’s clearing organization, 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.

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 BTIGthe Sales Agent’s or its designee’s account (provided BTIG 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 through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, through no fault of the terms of any Agency Transaction or Terms AgreementSales Agent, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.

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 BTIGCF&Co’s or its designee’s account (provided BTIG CF&Co shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG CF&Co will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date pursuant to the terms of any Agency Transaction or Terms AgreementDate, in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company it 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 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”), CF&Co 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 or its transfer agent (if applicable) and (ii) pay to BTIG CF&Co any commission commission, discount, 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; provided, however, that the Company shall not be obligated to so indemnify and reimburse CF&Co if the Placement Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the Exchange, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, issue and electronically transfer the Placement Shares being sold by crediting BTIGthe Sales Agent’s or its designee’s account (provided BTIG 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 through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agent, defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, through no fault of the terms of any Agency Transaction or Terms AgreementSales Agent, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.

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 BTIGMLV’s or its designee’s account (provided BTIG 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 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, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG MLV will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date in funds made available on the same day. MLV will be responsible for providing DWAC instructions or instructions for delivery by other means with regard to the Settlement Datetransfer of Placement Shares being sold. The Company agrees that if If the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date pursuant to through no fault of MLV, the terms of any Agency Transaction or Terms Agreement, Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification by the Company)hereto, the Company it 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 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”), 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 or its transfer agent (if applicable) and (ii) pay to BTIG MLV (without duplication) any commission commission, discount, 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.

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 BTIGthe Designated Agent’s or its designee’s account (provided BTIG the Designated 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 through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Designated Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Designated 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, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant (other than as a result of a failure by the Designated Agent to the terms of any Agency Transaction or Terms Agreementprovide instructions for delivery), in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Designated Agent, its directors, officers, members, partners, employees and agents of BTIG the Designated Agent, each broker-dealer affiliate of the Designated Agent, and each person, if any, who (A) controls BTIG the Designated 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 BTIG the Designated Agent (other than the Company and its subsidiaries) (each, a “BTIG Designated 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Designated Agent any commission commission, discount, 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.

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 BTIGthe Sales Agent’s or its designee’s account (provided BTIG 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 through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, through no fault of the terms of any Agency Transaction or Terms AgreementSales Agent, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, or other compensation (including the value of any market price discounts in any applicable Principal Transaction) to which it would otherwise have been entitled hereunder absent such default.

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 BTIGCF&Co’s or its designee’s account (provided BTIG CF&Co shall have given the Company written notice of such designee at least one Business Day prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG CF&Co 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 agentagent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date pursuant to Date, the terms of any Agency Transaction or Terms AgreementCompany will, in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Companyand Contribution), 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 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”), CF&Co 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 or its transfer agent (if applicable) and (ii) pay to BTIG CF&Co any commission commission, discount, 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; provided, however, that the Company shall not be obligated to so indemnify and reimburse CF&Co if the Placement Shares are not timely delivered due to (i) a suspension or material limitation in trading in securities generally on the Exchange; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, issue and electronically transfer the Placement Shares being sold by crediting BTIGthe Sales Agent’s or its designee’s account (provided BTIG the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to the terms of any Agency Transaction or Terms AgreementDate, in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.

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 BTIGthe Sales Agent’s or its designee’s account (provided BTIG the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to the terms of any Agency Transaction or Terms AgreementDate, in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.

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 BTIGthe Sales Agent’s or its designee’s account (provided BTIG the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to the terms of any Agency Transaction or Terms AgreementDate, in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.

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 BTIGAgent’s or its designee’s (provided BTIG Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, which Placement Shares in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent, defaults in its obligation to deliver Placement Shares on a Settlement Date pursuant to the terms 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 by the Company), the Company will (i) hold BTIGAgent, its directors, officers, members, partners, employees and agents of BTIG Agent and each person, if any, who (A) controls BTIG 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 BTIG Agent (other than the Company and its subsidiariesSubsidiaries (as defined below)) (a an “BTIG 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 or its transfer agent (if applicable) and (ii) pay to BTIG Agent any 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.

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 BTIGChardan’s or its designee’s account (provided BTIG Chardan shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG Chardan will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, the terms of any Agency Transaction or Terms Agreement, Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGChardan, its directors, officers, members, partners, employees and agents of BTIG Chardan, each broker dealer affiliate of Chardan, and each person, if any, who (A) controls BTIG Chardan within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (B) is controlled by or is under common control with BTIG Chardan (other than the Company and its subsidiaries) (each, a “BTIG Chardan 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 or its transfer agent (if applicable) and (ii) pay to BTIG Chardan any commission commission, discount, 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.

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 BTIGthe Sales Agent’s or its designee’s account (provided BTIG 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 through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, through no fault of the terms of any Agency Transaction or Terms AgreementSales Agent, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.

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 hereunder by crediting BTIGCF&Co’s or its designee’s (provided BTIG CF&Co shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, which Placement Shares in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG CF&Co will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent, defaults in its obligation to deliver any of the Placement Shares on a Settlement Date pursuant to Date, the terms of any Agency Transaction or Terms AgreementCompany agrees that, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification by the Company9(a), the Company it will (i) hold BTIGCF&Co, its the directors, officers, members, partners, employees and agents of BTIG CF&Co and each person, if any, who (A) controls BTIG CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, or (B) is controlled by or is under common control with BTIG CF&Co (other than the Company and its subsidiaries) (a “BTIG CF&Co 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 or its transfer agent (if applicable) Company, and (ii) pay to BTIG CF&Co any 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; provided, however, that the Company shall not be obligated to so indemnify and reimburse CF&Co if the Placement Shares are not delivered due to (w) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the New York Stock Exchange Amex or the Exchange; (x) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (y) 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 (z) any other calamity or crisis or any material 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, issue and electronically transfer the Placement Shares being sold by crediting BTIGthe Agent’s or its designee’s account (provided BTIG 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 through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date pursuant to through no fault of the terms of any Agency Transaction or Terms AgreementAgent, then in addition to and in no way limiting the rights and obligations set forth in Section 10(a11(a) (Indemnification by the Company)hereto, the Company it will (i) hold BTIG, the Agent its directors, officers, members, partners, employees and agents of BTIG the Agent, each broker dealer affiliate of the Agent, and each person, if any, who (A) controls BTIG the 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 BTIG the Agent (other than the Company and its subsidiaries) (a each, an “BTIG Agent Affiliate”), ) harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to BTIG the Agent (without duplication) any commission commission, discount, 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.

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 BTIGthe Sales Agent’s or its designee’s account (provided BTIG 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 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, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares Ordinary Shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Sales 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. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, or such other time as mutually agreed upon, through no fault of the terms of any Agency Transaction or Terms AgreementSales Agent, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG Sales Agent Affiliate”), and the Sales Agent’s clearing organization, 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.

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 BTIGthe Sales Agent’s or its designee’s account (provided BTIG the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company 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, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, the terms of any Agency Transaction or Terms Agreement, Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.

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 BTIGChardan’s or its designee’s account (provided BTIG Chardan shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG Chardan will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, the terms of any Agency Transaction or Terms Agreement, Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGChardan, its directors, officers, members, partners, employees and agents of BTIG Chardan, each broker dealer affiliate of Chardan, and each person, if any, who (A) controls BTIG Chardan within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (B) is controlled by or is under common control with BTIG (other than the Company and its subsidiaries) (a “BTIG Affiliate”)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 or its transfer agent (if applicable) and (ii) pay to BTIG Chardan any commission commission, discount, 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.

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 BTIGNoble’s or its designee’s account (provided BTIG Noble shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company 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, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG Noble will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. 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 agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, the terms of any Agency Transaction or Terms Agreement, Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGNoble, its directors, officers, members, partners, employees and selling agents of BTIG Noble, each broker dealer affiliate of Noble, and each person, if any, who (A) controls BTIG Noble 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 BTIG Noble (other than the Company and its subsidiaries) (each, a “BTIG 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 or its transfer agent (if applicable) and (ii) pay to BTIG Noble any commission commission, discount, or other compensation (including the value of any market price discounts in any applicable Principal Transaction) to which it would otherwise have been entitled pursuant to Schedule 3 absent such default.

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 BTIGthe Sales Agent’s or its designee’s account (provided BTIG the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be result in the issuance of freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, through no fault of the terms of any Agency Transaction or Terms AgreementSales Agent, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Companyand Contribution), the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG Sales Agent Affiliate”), and the Sales Agent’s clearing organization, harmless against any loss, claim, damage, or actual, reasonable and documented expense (including actual, reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.

Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will issue the Placement Shares being sold and will cause its transfer agent to, issue and electronically transfer to credit the Placement Shares being sold by crediting BTIGto the Sales Agent’s or its designee’s account (provided BTIG the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company 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, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Sales 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. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver issue and credit duly authorized Placement Shares on a Settlement Date pursuant to Date, or such other time as mutually agreed upon, through no fault of the terms of any Agency Transaction or Terms AgreementSales Agent, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG Sales Agent Affiliate”), and the Sales Agent’s clearing organization, 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.

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 BTIGNoble’s or its designee’s account (provided BTIG Noble shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company 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, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG Noble will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. 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 agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, the terms of any Agency Transaction or Terms Agreement, Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGNoble, its directors, officers, members, partners, employees and agents of BTIG Noble, each broker dealer affiliate of Noble, and each person, if any, who (A) controls BTIG Noble 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 BTIG Noble (other than the Company and its subsidiaries) (each, a “BTIG 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 or its transfer agent (if applicable) and (ii) pay to BTIG Noble any commission commission, discount, or other compensation (including the value of any market price discounts in any applicable Principal Transaction) to which it would otherwise have been entitled pursuant to Schedule 3 absent such default.

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 BTIG’s Noble's or its designee’s 's account (provided BTIG Noble shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company 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, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG Noble will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. 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 agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, the terms of any Agency Transaction or Terms Agreement, Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGNoble, its directors, officers, members, partners, employees and agents of BTIG Noble, each broker dealer affiliate of Noble, and each person, if any, who (A) controls BTIG Noble 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 BTIG Noble (other than the Company and its subsidiaries) (each, a “BTIG "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 or its transfer agent (if applicable) and (ii) pay to BTIG Noble any commission commission, discount, 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.

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 BTIG’s or its designee’s (provided BTIG 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 through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, which Placement Shares in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent, defaults in its obligation to deliver Placement Shares on a Settlement Date pursuant to the terms 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 by 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 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 or its transfer agent (if applicable) and (ii) pay to BTIG any 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.

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 BTIGthe Designated Manager’s accounts or its designee’s (provided BTIG shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company 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 Partiesparties hereto and, upon receipt of such Placement Shares, which Placement Shares in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On , the Designated Manager will, on each Settlement Date, BTIG will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent, defaults in its obligation to deliver Placement Shares on a Settlement Date pursuant to through no fault of the terms of any Agency Transaction or Terms AgreementDesignated Manager, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification by the Company)10 hereto, the Company it 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 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”), Designated Manager 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Designated Manager any commission commission, discount, 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; provided, however, that without limiting Section 10 herein, the Company shall not be obligated to pay the Designated Manager any commission, discount or other compensation on any Placement Shares that it is not possible to settle due to: (i) a suspension or material limitation in trading in securities generally on the Nasdaq; 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, issue and electronically transfer the Placement Shares being sold by crediting BTIGthe Sales Agent’s or its designee’s account (provided BTIG 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 through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Partiesparties hereto, which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares of Common Stock in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant (other than as a result of a failure by the Sales Agent to the terms of any Agency Transaction or Terms Agreementprovide true and correct instructions for delivery), in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG 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 or its transfer agent (if applicable) through no fault of the Sales Agent, and (ii) pay to BTIG the Sales Agent (without duplication) any commission commission, discount, 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.

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 BTIG’s 's or its designee’s 's (provided BTIG shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, which Placement Shares in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent, defaults in its obligation to deliver Placement Shares on a Settlement Date pursuant to the terms 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 by 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 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 or its transfer agent (if applicable) and (ii) pay to BTIG any 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.

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 BTIGthe Sales Agent’s or its designee’s account (provided BTIG the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company 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, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares Ordinary Shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Sales 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. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, or such other time as mutually agreed upon, through no fault of the terms of any Agency Transaction or Terms AgreementSales Agent, the Company agrees that, in addition to to, and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG Sales Agent Affiliate”), and the Sales Agent’s clearing organization, 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.

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 BTIGNoble’s or its designee’s account (provided BTIG Noble shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG Noble will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, the terms of any Agency Transaction or Terms Agreement, Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGNoble, its directors, officers, members, partners, employees and agents of BTIG Noble, each broker dealer affiliate of Noble, and each person, if any, who (A) controls BTIG Noble 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 BTIG Noble (other than the Company and its subsidiaries) (each, a “BTIG 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 or its transfer agent (if applicable) and (ii) pay to BTIG Noble any commission commission, discount, 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.

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 BTIGthe Designated Sales Agent’s or its designee’s account (provided BTIG the Designated 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 through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Designated Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, the terms of any Agency Transaction or Terms Agreement, Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Designated Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Designated Sales Agent, each broker dealer affiliate of the Designated Sales Agent, and each person, if any, who (A) controls BTIG the Designated 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 BTIG the Designated Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG Designated Sales Agent Affiliate”), and the Designated 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Designated Sales Agent any commission commission, discount, 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.

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 BTIGthe Agent’s or its designee’s account (provided BTIG 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 through its Deposit and Withdrawal at Custodian System System, or by such other means of delivery as may be mutually agreed upon by the Partiesparties hereto, which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if If the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date pursuant to Date, through no fault of the terms of any Agency Transaction or Terms AgreementAgent, the Company agrees that, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification by the Company)hereto, the Company it will (i) hold BTIGthe Agent and its clearing organization, its and their respective affiliates, partners, members, directors, officers, members, partners, employees and agents of BTIG agents, and each person, if any, who (A) controls BTIG the Agent or its clearing organization 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 BTIG (other than the Company and Agent or its subsidiaries) (a “BTIG Affiliate”)clearing organization, in each case 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Agent any commission commission, discount, 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.” 7. Section 5(c) is deleted in its entirety. 8. Section 5(d) is amended by (i) renumbering such section as “Section 5(c)”; and (ii) deleting the phrase “, pursuant to a resolution of the general meeting of shareholders of the Company in accordance with the Company’s articles of association and applicable Swiss law.” 9. Section 6(h) is amended by deleting phrase “neither the Company nor its Swiss Subsidiaries” and replacing it with “none of the Swiss Subsidiaries.” 10. Section 6(m) is amended by deleting the word “Switzerland” and replacing it with “Bermuda.” 11. Section 6(aaa) is amended by deleting all references to “Swiss” in such section and replacing them with “Bermuda.” 12. Section 7(m) is amended by (i) deleting the phrase “▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP” and replacing it with “▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP”; and (ii) deleting the phrase “▇▇▇▇▇▇ ▇▇▇▇ Ltd., Swiss counsel to the Company” and replacing it with “▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to the Company.” 13. All references to “Company Swiss Counsel” are deleted and replaced with “Company Bermuda Counsel.” 14. Section 9(n) is deleted in its entirety. 15. Section 12(a) is amended by deleting the words “Switzerland” and “Swiss” and replacing each of them with “Bermuda.”

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 BTIGthe Designated Sales Agent’s or its designee’s account (provided BTIG the Designated Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Designated Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, through no fault of the terms of any Agency Transaction or Terms AgreementDesignated Sales Agent, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Designated Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Designated Sales Agent, each broker dealer affiliate of the Designated Sales Agent, and each person, if any, who (A) controls BTIG the Designated 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 BTIG the Designated Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG Designated Sales Agent Affiliate”), and the Designated Sales Agent’s clearing organization, harmless against any loss, claim, damage, or actual, reasonable and documented expense (including actual, reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to BTIG the Designated Sales Agent any commission commission, discount, 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.

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 BTIG’s or its designee’s (provided BTIG shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, which Placement Shares in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent, defaults in its obligation to deliver Placement Shares on a Settlement Date pursuant to the terms of any Agency Transaction or Terms AgreementDate, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification by 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 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 or its transfer agent (if applicable) and (ii) pay to BTIG any 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.

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 BTIGthe Sales Agent’s or its designee’s account (provided BTIG the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant Date, (other than as a result of a failure by the Sales Agent to provide instructions for delivery) the terms of any Agency Transaction or Terms Agreement, Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.

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 BTIGthe Sales Agent’s or its designee’s account (provided BTIG the Sales Agents 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 through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Sales Agents will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, through no fault of the terms of any Agency Transaction or Terms AgreementSales Agents, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGeach Sales Agent, its directors, officers, members, partners, employees and agents of BTIG such Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG such 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG Sales Agent Affiliate”), and such 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agents any commission commission, discount, 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.

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 BTIGthe Designated Sales Agent’s or its designee’s account (provided BTIG the Designated Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Designated Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, through no fault of the terms of any Agency Transaction or Terms AgreementDesignated Sales Agent, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Designated Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Designated Sales Agent, each broker dealer affiliate of the Designated Sales Agent, and each person, if any, who (A) controls BTIG the Designated 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 BTIG the Designated Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG Sales Agent Affiliate”), and the Designated 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Designated Sales Agent any commission commission, discount, 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.

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 BTIGthe Designated Agent’s or its designee’s account (provided BTIG 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 through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Designated Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, through no fault of the terms of any Agency Transaction or Terms AgreementDesignated Agent, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Designated Agent, its directors, officers, members, partners, employees and agents of BTIG the Designated Agent, each broker dealer affiliate of the Designated Agent, and each person, if any, who (A) controls BTIG the Designated 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 BTIG the Designated Agent (other than the Company and its subsidiaries) (each, a “BTIG Sales Agents Affiliate”), and the Designated 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Designated Agent any commission commission, discount, 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.

Delivery of Placement Shares. On or before each Settlement DateDate and after having received the Net Proceeds or the Net Proceeds Confirmation, the Company will, or will issue the relevant Placement Shares to its transfer agent pursuant to the execution of a deed of issue (“Deed of Issue”) and the Company will cause its transfer agent to, issue and electronically transfer the such Placement Shares being sold by crediting BTIG’s ▇▇ ▇▇▇▇▇’▇ or its designee’s account (provided BTIG that ▇▇ ▇▇▇▇▇ 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 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, parties hereto which Placement Shares in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG ▇▇ ▇▇▇▇▇ will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date (or, in case of a Net Proceeds Confirmation, the Net Proceeds will be delivered to the Company promptly following the Settlement Date). ▇▇ ▇▇▇▇▇ 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 agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant (other than as a result of a failure by ▇▇ ▇▇▇▇▇ to provide true and correct instructions for delivery), the terms of any Agency Transaction or Terms Agreement, Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company it 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 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 reasonable and documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to BTIG ▇▇ ▇▇▇▇▇ (without duplication) any commission commission, discount, 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.

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 BTIGthe Sales Agent’s or its designee’s account (provided BTIG the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company 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, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares SV Shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Sales 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. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, or such other time as mutually agreed upon, through no fault of the terms of any Agency Transaction or Terms AgreementSales Agent, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Sales Agent, its directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG Sales Agent Affiliate”), and the Sales Agent’s clearing organization, 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.

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 BTIG’s or its designee’s (provided BTIG 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 through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, which Placement Shares in all cases shall be freely tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent, defaults in its obligation to deliver Placement Shares on a Settlement Date pursuant to the terms of any Agency Transaction or Terms AgreementAgreement through no fault of BTIG, in addition to and in no way limiting the rights and obligations set forth in Section 10(a) (Indemnification by 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 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 or its transfer agent (if applicable) and (ii) pay to BTIG any 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.

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 BTIGthe Sales Agent’s or its designee’s account (provided BTIG the Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Parties, parties hereto which Placement Shares in all cases shall be freely tradeabletradable, transferable, registered shares in good deliverable form. On each Settlement Date, BTIG the Sales Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to to, the Settlement Date. The Company agrees that if the Company, or its transfer agentagent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date pursuant to Date, or such other time as mutually agreed upon, through no fault of the terms of any Agency Transaction or Terms AgreementSales Agent, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a9(a) (Indemnification by the Company)and Contribution) hereto, the Company will (i) hold BTIGthe Sales Agent, its their directors, officers, members, partners, employees and agents of BTIG the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who (A) controls BTIG 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 BTIG the Sales Agent (other than the Company and its subsidiaries) (each, a “BTIG 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 or its transfer agent (if applicable) and (ii) pay to BTIG the Sales Agent any commission commission, discount, 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.