Common use of Delivery of and Payment for Shares Clause in Contracts

Delivery of and Payment for Shares. (a) Delivery of certificates for the Firm Shares to be purchased by the Underwriters from the Company and payments therefore shall be made at the offices of Capital Growth Financial, Inc. (or such other place as mutually may be agreed upon), on the third full Business Day following the date hereof or, if the pricing of the Firm Shares occurs after 4:30 p.m., Florida time, on the fourth full Business Day thereafter, or at such other date as shall be determined by the Representative and the Company (the “First Closing Date”). (b) The option to purchase Option Shares granted in Section 2 of this Agreement may be exercised during the term thereof by written notice to the Company from the Representative. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representative, when the Option Shares are to be delivered (the “Option Closing Date”). Delivery and payment for such Option Shares is to be at the offices set forth above for delivery and payment of the Firm Shares. The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.” (c) Delivery of certificates for the Shares shall be made by or on behalf of the Company to the Representative, for the respective accounts of the Underwriters, against payment by the Representative, for the several accounts of the Underwriters, of the purchase price therefore by (i) federal funds wire transfer; or (ii) certified or official bank check payable in next day funds to the order of the Company. The certificates for the Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the applicable Closing Date, and shall be made available for checking and packaging at a location in [____________] as may be designated by the Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Shares. (a) Delivery of certificates for the ---------------------------------- Firm Shares to be purchased by the Underwriters from the Company shall be made against payment therefor by certified or official bank check or checks drawn upon or by a New York Clearing House bank and payments therefore payable in next-day funds to the account of the Company. Such delivery and payment shall be made at 6:30 A.M., local time, at the offices of Capital Growth FinancialThe Xxxxxxx Companies Incorporated, Inc. 000 Xxxxx Xxxxxxxx Xxxxxx, Suite 1100, Los Angeles, California (or such other place as mutually may be agreed uponupon by you and the Company), on the third full Business Day business day following the date hereof or, if the pricing of the Firm Shares occurs after 4:30 p.m., Florida time, on public offering as advised by you to the fourth full Business Day thereafter, Company or at such other date not more than seven full business days thereafter as shall be determined by the Representative you and the Company (unless, in either case, postponed pursuant to Section 11) (the “"First Closing Date”"). (b) . The option to purchase Option Shares granted in Section 2 of this Agreement hereof may be exercised during the term thereof by written notice to the Company from the Representativeyou. Such notice shall set forth the aggregate number of Option Shares as to which the option Option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day business day after the date on which the option Option shall have been exercised nor later than the fifth Business Day seventh business day after the date of such exercise, as determined by the Representativeyou, when the Option Shares are to be delivered (the “"Option Closing Date”"). Delivery and payment for such Option Shares is to be at the offices set forth above for delivery and payment of the Firm Shares. Delivery of certificates for the Option Shares to be purchased by the Underwriters shall be made against payment therefor by certified or official bank checks drawn upon or by a New York Clearing House bank and payable in next-day funds to the account of the Company. The First Closing Date and the Option Closing Date are herein individually referred to as the “"Closing Date” " and collectively referred to as the “"Closing Dates.” (c) " Delivery of certificates for the Shares shall be made by or on behalf of the Company to the Representativeyou, for or the respective accounts of the Underwriters, against payment by the Representativeyou, for the several accounts of the Underwriters, of the purchase price therefore by (i) federal funds wire transfer; or (ii) certified or official bank check payable in next day funds to the order of the Company. The certificates for the Shares shall be registered in such names and denominations as the Representative you shall have requested at least two three full Business Days business days prior to the applicable Closing Date, and shall be made available for checking and packaging at a location in [____________] as may be designated by the Representative you not later than 10:00 A.M. at least one full Business Day business day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Shares. (a) Delivery of certificates for the Firm Shares to be purchased by the Underwriters from the Company and payments therefore the Selling Shareholders shall be made against payment therefor by certified or official bank check or checks in New York Clearing House next-day funds to the order of the Company, with respect to the Shares purchased from the Company or to Xx. Xxxxxx X. Benton II, with respect to the Shares purchased from such Selling Shareholder as custodian for each of the Selling Shareholders (the "Custodian"), as the case may be. Such delivery and payment shall be made at 9:00 A.M., local time, at the offices of Capital Growth FinancialXxxxxx Xxxxxx & Company, Inc. Inc., 00 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx (or such other place as mutually may be agreed uponupon by you, the Company and the Custodian), on the third full Business Day business day following the date hereof or, if the pricing of the Firm Shares occurs after 4:30 p.m., Florida time, on public offering as advised by you to the fourth full Business Day thereafter, Company or at such other date not more than seven full business days thereafter as shall be determined by you, the Representative Company and the Company Custodian (unless, in either case, postponed pursuant to Section 11) (the “"First Closing Date”"). (b) . The option to purchase Option Shares granted in Section 2 of this Agreement 3 hereof may be exercised during the term thereof by written notice to the Company and the Custodian from the Representativeyou. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day business day after the date on which the option shall have been exercised nor later than the fifth Business Day seventh business day after the date of such exercise, as determined by the Representativeyou, when the Option Shares are to be delivered (the “"Option Closing Date”"). Delivery and payment for such Option Shares is to be at the offices set forth above for delivery and payment of the Firm Shares. Delivery of certificates for the Option Shares to be purchased by the Underwriters from the Selling Shareholders shall be made against payment therefor by certified or official bank checks drawn upon or by a New York Clearing House bank and payable in next-day funds to the order of the Custodian. (The First Closing Date and the Option Closing Date are herein individually referred to as the “"Closing Date” " and collectively referred to as the “"Closing Dates.” (c) Delivery of certificates for the Shares shall be made by or on behalf of the Company to the Representative, for the respective accounts of the Underwriters, against payment by the Representative, for the several accounts of the Underwriters, of the purchase price therefore by (i) federal funds wire transfer; or (ii) certified or official bank check payable in next day funds to the order of the Company. The certificates for the Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the applicable Closing Date, and shall be made available for checking and packaging at a location in [____________] as may be designated by the Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.")

Delivery of and Payment for Shares. (a) Delivery of certificates Payment for the Firm Shares to be purchased sold by the Underwriters from the Company and payments therefore shall be made at the offices of Capital Growth Financial, Inc. (or such other place as mutually may be agreed upon), on the third full Business Day following the date hereof or, if the pricing of the Firm Shares occurs after 4:30 p.m., Florida time, on the fourth full Business Day thereafter, or at such other date as shall be determined by the Representative and the Company (the “First Closing Date”). (b) The option to purchase Option Shares granted in Section 2 of this Agreement may be exercised during the term thereof by written notice to the Company from the Representative. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representative, when the Option Shares are to be delivered (the “Option Closing Date”). Delivery and payment for such Option Shares is to be at the offices set forth above for delivery and payment of the Firm Shares. The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.” (c) Delivery of certificates for the Shares each Selling Shareholder shall be made by or on behalf wire transfers payable to the order of the Company to the Representative, Custodian in federal funds or other funds immediately available in New York City against delivery of such Firms Shares for the respective accounts of the Underwritersseveral Underwriters at 10:00 A.M., against payment by the RepresentativeNew York City time, for the several accounts of the Underwriters, of the purchase price therefore by (i) federal funds wire transfer; or (ii) certified or official bank check payable in next day funds to the order of the Company. The certificates for the Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the applicable Closing Date, and shall be made available for checking and packaging at a location in [on ____________] , 1998, or at such other time on the same or such other date, not later than ____________, 1998, as shall be agreed to by you and the Selling Shareholders. The time and date of each such payment are hereinafter referred to as the "Closing Date". Payment for any Additional Shares shall be made by wire transfers payable to the order of the Custodian in federal funds or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 A.M., New York City time, on such date (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from the U.S. Representatives to the Selling Shareholders and the Company of your determination, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Shares, or on such other date, in any event not later than March __, 1998, as shall be designated in writing by the Representative U.S. Representatives. The time and date of such payment are hereinafter referred to as the "Option Closing Date". The notice of the determination to exercise the option to purchase Additional Shares and of the Option Closing Date may be given at least one full Business Day any time within 30 days after the date of this Agreement. Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing to the Company not later than 9:30 a.m., New York City Time on the business day prior to such the Closing Date or the Option Closing Date, as the case may be. Time The certificates evidencing the Shares and Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the essence and delivery at several Underwriters, with any transfer taxes payable in connection with the time and place specified in this Agreement is a further condition transfer of the Shares to the obligations Underwriters duly paid, against payment of each Underwriterthe Purchase Price therefor.

Delivery of and Payment for Shares. (a) Delivery of certificates for the Firm Shares to be purchased by the Underwriters from the Company and payments therefore shall be made at the offices of Capital Growth Financial, Inc. (or such other place as mutually may be agreed upon), on the third full Business Day following the date hereof or, if the pricing of the Firm Shares occurs after 4:30 p.m., Florida time, on the fourth full Business Day thereafter, or at such other date as shall be determined by the Representative and the Company (the “First Closing Date”). (b) The option to purchase Option Shares granted in Section 2 of this Agreement may be exercised during the term thereof by written notice to the Company from the Representative. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representative, when the Option Shares are to be delivered (the “Option Closing Date”). Delivery and payment for such Option Shares is to be at the offices set forth above for delivery and payment of the Firm Shares. The First Closing Date and the Option Closing Date are herein individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.” (c) Delivery of certificates for the Shares shall be made by or on behalf of the Company to the Representative, for the respective accounts of the Underwriters, against payment by the Representative, for the several accounts of the Underwriters, of the purchase price therefore by (i) federal funds wire transfer; or (ii) certified or official bank check payable in next day funds to the order of the Company. The certificates for the Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the applicable Closing Date, and shall be made available for checking and packaging at a the offices of the Representative or other such location in [____________] as may be designated by the Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Shares. (a) Delivery of certificates and payment for the Firm Shares to be purchased by the Underwriters from the Company and payments therefore shall be made at the offices office of Capital Growth FinancialCravath, Inc. (or such other place as mutually may be agreed upon)Swaine & Moorx, on the third full Business Day following the date hereof orXxrldwide Plaza, if the pricing of the Firm Shares occurs after 4:30 p.m.825 Xxxxxx Xxxxxx, Florida Xxx Xxxx, XX 00000 xx 10:00 a.m., New York City time, on the fourth full Business Day thereafter, business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representative Underwriters and the Company (Company. This date and time are sometimes referred to as the “"First Closing Date”). (b) The " On the First Closing Date, the Company shall deliver or cause to be delivered certificates representing the Firm Shares to the Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in certified or official bank check or checks payable in same-day funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Shares shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the First Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Shares, the Company shall make the certificates representing the Firm Shares available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the First Closing Date. 18 18 At any time on or before the thirtieth day after the date of this Agreement, the option to purchase Option Shares granted in Section 2 of this Agreement may be exercised during the term thereof in whole or in part from time to time by written notice being given to the Company from by the RepresentativeUnderwriters. Such notice shall set forth the aggregate number of shares of Option Shares as to which the option is being exercised exercised, the names in which the shares of Option Shares are to be registered, the denominations in which the shares of Option Shares are to be issued and the date and time, as determined by the Underwriters, when the shares of Option Shares are to be delivered; provided, however, that this date and time and date, shall not be earlier than either the First Closing Date or nor earlier than the second Business Day business day after the date on which the option shall have been exercised nor later than the fifth Business Day business day after the date on which the option shall have been exercised. The date and time the shares of such exercise, as determined by the Representative, when the Option Shares are delivered are sometimes referred to be delivered (as the “Option "Second Closing Date”). Delivery " and payment for such Option Shares is to be at the offices set forth above for delivery and payment of the Firm Shares. The First Closing Date and the Option any Second Closing Date are herein individually sometimes each referred to as the “a "Closing Date” and collectively referred to as "). the “Closing Dates.” (c) Delivery of certificates Option Shares available for the Shares shall be made by or on behalf of the Company to the Representative, for the respective accounts of the Underwriters, against payment inspection by the RepresentativeUnderwriters in New York, for New York, not later than 2:00 p.m., New York City time, on the several accounts of the Underwriters, of the purchase price therefore by (i) federal funds wire transfer; or (ii) certified or official bank check payable in next business day funds to the order of the Company. The certificates for the Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the applicable such Second Closing Date, and shall be made available for checking and packaging at a location in [____________] as may be designated by the Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter.

Delivery of and Payment for Shares. (aA) Delivery of certificates for the Firm Shares and certificates for the Option Shares, if the option to purchase the same is exercised on or before the third Business Day (as defined below) prior to the Closing Date, to be purchased by the Underwriters from the Company and the Selling Stockholder and payments therefore therefor shall be made at the offices of Capital Growth FinancialGibson, Inc. Dunn & Crutchex XXX, 1000 Calxxxxxxx Street, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (or such other place xx xxxx xxxxx xxxxx as mutually may be agreed upon), at 9:00 a.m. Eastern Time on the third full Business Day business day following the date hereof or, if the pricing of the Firm Shares occurs after 4:30 p.m., Florida time, on this Agreement (or the fourth full Business Day thereafterbusiness day if permitted by Rule 15c6-1(c) promulgated under the Exchange Act), or at such time on such other date, not later than 10 business days after the date of this Agreement, as shall be determined agreed upon by the Representative Company and the Company Representatives (the “First "Closing Date”"). (bB) The option to purchase Option Shares granted in Section 2 of this Agreement 3 hereof, may be exercised during the term thereof Option Period by delivery of written notice to the Company and the Selling Stockholder from the RepresentativeRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor or later than the fifth third Business Day after the date of such exercise, as determined by the RepresentativeRepresentatives, when the Option Shares are to be delivered (the “"Option Closing Date”"). The Option Closing Date may occur after the expiration of the Option Period provided that the notice of the exercise of the option to purchase the Option Shares is delivered during the Option Period. (C) Delivery and payment for such Option Shares is to be at the offices set forth above for delivery and payment of the Firm Shares. (The First Closing Date and the Option Closing Date are herein individually referred to as the “a "Closing Date” " and collectively referred to as the “"Closing Dates".”) (cD) Delivery of certificates for the Shares shall be made by or on behalf of the Company and the Selling Stockholder to the RepresentativeRepresentatives, for the respective accounts of the Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment by the RepresentativeRepresentatives, for the several accounts of the Underwriters, of the purchase price therefore therefor by (i) federal funds wire transfer; or (ii) certified or official bank cashier's check payable in next day funds to the order of the CompanyCompany and each Selling Stockholder, as applicable in next day funds. The certificates for the Shares shall be registered in such names and denominations as the Representative Representatives shall have requested at least two (2) full Business Days prior to the applicable Closing Date, and shall be made available for checking and packaging at a the offices of or other location in [____________] as may be designated by the Representative Representatives at least one (1) full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter. (E) The cost of original issue tax stamps, if any, in connection with the issuance and delivery of the Shares by the Company to the respective Underwriters shall be borne by the Company. The Company will pay and save each Underwriter and any subsequent holder of the Shares harmless from any and all liabilities with respect to or resulting from any failure or delay in paying federal and state stamp and other transfer taxes, if any, which may be payable or determined to be payable in connection with the original issuance or sale to such Underwriter of the Shares. (F) In consideration of services provided by the Representatives, the Company hereby grants to the Representatives certain warrants (the "Representatives' Warrants"), as set forth in the form of Warrant Agreement attached to this Agreement as Exhibit 1-A and 1-B hereto (the "Warrant Agreements"), to purchase an aggregate number of shares of Common Stock equal to 8 1/3% of the total number of Shares purchased hereunder (including the Option Shares). The Representatives' Warrants will be exercisable beginning one year from the effective date of the Registration Statement and continuing for 24 months thereafter at an exercise price per share equal to [Offering Price * 120%.]

Delivery of and Payment for Shares. (a) Delivery of certificates for the Firm Shares Shares, and certificates for the Option Shares, if the option to be purchased by purchase the Underwriters from same is exercised on or before the Company and payments therefore third Business Day prior to the First Closing Date, shall be made at the offices of Capital Growth FinancialLehmxx Xxxthers Inc., Inc. Three World Financial Center, Attention: ___________________, New Xxxx, Xxx Xxxx 00000 (or xx such other place as mutually may be agreed upon), at 10:00 A.M., New York City time, on the third full Business Day following the date hereof or, of this Agreement if the pricing of the Firm Shares occurs after this Agreement is executed before 4:30 p.m., Florida p.m. New York time, or on the fourth full Business Day thereafter, following the date of this Agreement if this Agreement is executed after 4:30 p.m. New York time or at on such other later date as shall be determined by the Representative you and the Company Selling Stockholders (the “"First Closing Date”"). (b) . The option to purchase Option Shares granted in Section 2 of this Agreement 3 hereof may be exercised during the term thereof specified therein by written notice to each of the Company Selling Stockholders from the RepresentativeLead Managers. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth third Business Day after the date of such exercise, as determined by the RepresentativeLead Managers, when the Option Shares are to be delivered (the “"Option Closing Date”"). Delivery and payment for such Option Shares is to shall be made at the offices set forth above for delivery and payment of the Firm Shares. (The First Closing Date and the Option Closing Date are herein individually referred to as the “a "Closing Date” " and collectively referred to as the “"Closing Dates".” (c) Delivery of certificates for the Shares shall be made by or on behalf of the Company Selling Stockholders to the Representativeyou, for the respective accounts of the UnderwritersInternational Managers, against payment by the Representative, for the several accounts of the Underwriters, of the purchase price therefore therefor by (i) federal funds wire transfer; or (ii) certified or official bank check checks payable in New York Clearing House (next day day) funds to the order of each of the CompanySelling Stockholders. The certificates for the Shares shall be registered in such names and denominations as the Representative you shall have requested at least two full Business Days prior to the applicable Closing Date, and shall be made available for checking and packaging at a in New York, New York, or such other location in [____________] as may be designated by the Representative you at least one full Business Day prior to such Closing Date. Time shall be of the essence essence, and delivery of certificates for the Shares at the time and place specified in this Agreement is a further condition to the obligations of each UnderwriterInternational Manager.

Delivery of and Payment for Shares. (a) Delivery of certificates for the Firm Shares Shares, and certificates for the Option Shares, if the option to be purchased by purchase the Underwriters from same is exercised on or before the Company and payments therefore third Business Day prior to the First Closing Date, shall be made at the offices of Capital Growth FinancialLehmxx Xxxthers Inc., Inc. Three World Financial Center, Attn: _____________, New Xxxx, Xxx Xxxx 00000 (or xx such other place as mutually may be agreed upon), at 10:00 A.M., New York City time, on the third full Business Day following the date hereof or, of this Agreement if the pricing of the Firm Shares occurs after this Agreement is executed before 4:30 p.m., Florida p.m. New York time, or on the fourth full Business Day thereafter, following the date of this Agreement if this Agreement is executed after 4:30 p.m. New York time or at on such other later date as shall be determined by the Representative you and the Company Selling Stockholders (the “"First Closing Date”"). (b) . The option to purchase Option Shares granted in Section 2 of this Agreement 3 hereof may be exercised during the term thereof specified therein by written notice to each of the Company Selling Stockholders from the RepresentativeRepresentatives. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth third Business Day after the date of such exercise, as determined by the RepresentativeRepresentatives, when the Option Shares are to be delivered (the “"Option Closing Date”"). Delivery and payment for such Option Shares is to shall be made at the offices set forth above for delivery and payment of the Firm Shares. (The First Closing Date and the Option Closing Date are herein individually referred to as the “a "Closing Date” " and collectively referred to as the “"Closing Dates".” (c) Delivery of certificates for the Shares shall be made by or on behalf of the Company Selling Stockholders to the Representativeyou, for the respective accounts of the U.S. Underwriters, against payment by the Representative, for the several accounts of the Underwriters, of the purchase price therefore therefor by (i) federal funds wire transfer; or (ii) certified or official bank check checks payable in New York Clearing House (next day day) funds to the order of each of the CompanySelling Stockholders. The certificates for the Shares shall be registered in such names and denominations as the Representative you shall have requested at least two full Business Days prior to the applicable Closing Date, and shall be made available for checking and packaging at a in New York, New York, or such other location in [____________] as may be designated by the Representative you at least one full Business Day prior to such Closing Date. Time shall be of the essence essence, and delivery of certificates for the Shares at the time and place specified in this Agreement is a further condition to the obligations of each U.S. Underwriter.. 13

Delivery of and Payment for Shares. (a) Delivery of certificates for the Firm Shares Stock and the Option Stock, if the option to be purchased by purchase the Underwriters from same is exercised on or before the Company and payments therefore third Business Day (as defined in Section 12 hereof) prior to the First Closing Date, shall be made in book-entry form through the facilities of The Depository Trust Company, New York, New York ("DTC") at the offices of Capital Growth Financial, Inc. (such place or such other place places as mutually may be agreed upon)upon by the Company and the Underwriter, on the third full Business Day following the date hereof orin each case at 10:00 A.M., if the pricing of the Firm Shares occurs after 4:30 p.m., Florida New York City time, on the fourth full Business Day thereafterfollowing the date of this Agreement (December 26, 2001) or at on such other later date as shall be determined by the Representative you and the Company (the “"First Closing Date”"). (b) . The option to purchase Option Shares Stock granted in Section 2 of this Agreement hereof may be exercised during the term thereof by written notice to the Company from the RepresentativeUnderwriter. Such notice shall set forth the aggregate number of shares of Option Shares Stock as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the RepresentativeUnderwriter, when the Option Shares are Stock is to be delivered (the “"Option Closing Date”"). Delivery and payment for such Option Shares is to Stock shall be made at the offices set forth above for delivery and payment of the Firm SharesStock. The First Closing Date and the Option Closing Date are herein individually referred to as the “"Closing Date” " and collectively referred to as the “"Closing Dates.” (c) " Delivery of certificates for the Shares Stock to be sold by the Company shall be made to you through the facilities of DTC by or on behalf of the Company to the RepresentativeCompany, for the respective accounts account of the UnderwritersUnderwriter, against payment by the Representative, for the several accounts of the Underwriters, of the purchase price therefore therefor by (i) federal funds wire transfer; or (ii) certified or official bank check payable transfer in next day immediately available funds to the order of the Company. The certificates for the Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the applicable Closing Date, and shall be made available for checking and packaging at a location in [____________] as may be designated by the Representative at least one full Business Day prior to such Closing Date. Time shall be of the essence essence, and delivery of certificates for the Stock at the time and place specified in pursuant to this Agreement is a further condition to the obligations of each the Underwriter.