Common use of The Placement Clause in Contracts

The Placement. The Placement is expected to consist of a sale of up to a maximum amount of $75.0 million of the Company's Securities. Aegis will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Aegis's due diligence examination of the Company and its affiliates, submission of listing of additional shares notification form with the Nasdaq Capital Market ("Exchange") of the Securities to be issued, and the execution of one or a series of definitive Subscription Agreements in connection with the Placement (the "Subscription Agreement"). The actual size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject of continuing negotiations between the Company and the investors thereto. In connection with the entry into any Subscription Agreement (each a "Closing"), the Company (i) will meet with Aegis and its representatives to discuss such due diligence matters and to provide such documents as Aegis may require; (ii) will not file with the Commission any document regarding the Placement without the prior approval of Aegis and its counsel; (iii) will deliver to Aegis and the investors in the Placement such legal and accounting opinions and letters (including, without limitation, accounting comfort letters, legal opinions, negative assurance letters, good standing certificates and officers' and secretary certificates) as Aegis may require, all in form and substance acceptable to Aegis and (iv) will ensure that Aegis is a third party beneficiary of all representations, warranties, covenants, closing conditions and deliverables in connection with the Placement.

The Placement. The Placement is expected to consist of a sale of up to a maximum amount of $75.0 20.0 million of the Company's ’s Securities. Aegis will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Aegis's ’s due diligence examination of the Company and its affiliates, submission of listing of additional shares notification form with the Nasdaq Capital Market ("“Exchange"”) of the Securities to be issued, and the execution of one or a series of definitive Subscription Agreements in connection with the Placement (the "“Subscription Agreement"”). The actual size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject of continuing negotiations between the Company and the investors thereto. In connection with the entry into any Subscription Agreement (each a "“Closing"”), the Company (i) will meet with Aegis and its representatives to discuss such due diligence matters and to provide such documents as Aegis may require; (ii) will not file with the Commission any document regarding the Placement without the prior approval of Aegis and its counsel; (iii) will deliver to Aegis and the investors in the Placement such legal and accounting opinions and letters (including, without limitation, accounting comfort letters, legal opinions, negative assurance letters, good standing certificates and officers' ’ and secretary certificates) as Aegis may require, all in form and substance acceptable to Aegis and (iv) will ensure that Aegis is a third party beneficiary of all representations, warranties, covenants, closing conditions and deliverables in connection with the Placement.

The Placement. The Placement is expected to consist of a sale of up to a maximum amount of approximately $75.0 [●] million of the Company's ’s Securities. Aegis will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Aegis's ’s due diligence examination of the Company and its affiliates, submission listing approval by the OTCQX Best Market of listing of additional shares notification form with the Nasdaq Capital Market OTC Markets Group ("“Exchange"”) of the Securities to be issued, and the execution of one or a series of definitive Subscription Agreements Securities Purchase Agreement in connection with the Placement (the "Subscription “Securities Purchase Agreement"”). The actual size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject of continuing negotiations between the Company and the investors thereto. In connection with the entry into any Subscription Agreement (each a "Closing")the Securities Purchase Agreement, the Company (i) will meet with Aegis and its representatives to discuss such due diligence matters and to provide such documents as Aegis may require; (ii) will not file with the Commission any document regarding the Placement without the prior approval of Aegis and its counsel; (iii) will deliver to Aegis and the investors in the Placement such legal and accounting opinions and letters (including, without limitation, accounting comfort letters, legal opinions, negative assurance letters, good standing certificates and officers' ’ and secretary certificates) as Aegis may require, all in form and substance acceptable to Aegis and (iv) will ensure that Aegis is a third party beneficiary of all representations, warranties, covenants, closing conditions and deliverables in connection with the Placement.