Common use of Delivery of the Shares at Closing Clause in Contracts

Delivery of the Shares at Closing. The completion of the purchase and sale of the Offered Securities (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and the Placement Agent, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s obligation to issue and sell the Offered Securities at Closing to the Investor shall be subject to the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Offered Securities shall be subject to the condition that the Placement Agent shall not have (a) terminated the Placement Agency Agreement pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied. Prior to the Closing, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Units being purchased by the Investor to an account designated by the Placement Agent. Such funds shall be held in escrow (without interest) until the Closing and delivered by the Placement Agent (net of any commissions and expense reimbursements payable to the Placement Agent pursuant to the Placement Agency Agreement) on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement Agent, of the conditions set forth in the foregoing paragraph. At the Closing, payment shall be made by, or on behalf of, the Investor by release of funds by the Placement Agent and the Company shall (a) deliver the Offered Shares purchased by the Investor to the Investor through DTC directly to the account(s) of the applicable DTC Holder as set forth on Annex II and (b) deliver the Warrants to the Investors at the address set forth on Annex II.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Offered Securities (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and the Placement AgentAgents, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s obligation to issue and sell the Offered Securities at Closing to the Investor shall be subject to the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Offered Securities shall be subject to the condition that the Placement Agent Agents shall not have (a) terminated the Placement Agency Agreement pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied. Prior to the Closing, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Units being purchased by the Investor to an account designated by the Company and the Placement Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of the date hereof, by and among the Company, the Placement Agents and JPMorgan Chase Bank, N.A. (the “Escrow Agent”). Such funds shall be held in escrow (without interest) until the Closing and delivered by the Placement Escrow Agent (net of any commissions and expense reimbursements payable to the Placement Agent pursuant to the Placement Agency Agreement) on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement AgentAgents, of the conditions set forth in the foregoing paragraph. The Company and the Placement Agents have agreed to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under the Escrow Agreement or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. At the Closing, payment shall be made by, or on behalf of, the Investor by release of funds by the Placement Escrow Agent and the Company shall (a) deliver the Offered Shares purchased by the Investor to the Investor through DTC directly to the account(s) of the applicable DTC Holder as set forth on Annex II and (b) deliver the Warrants to the Investors at the address set forth on Annex II.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Offered Securities Shares (the “Closing”"CLOSING") shall take place at occur on a place and time (the “Closing Date”) to be date specified by the Company and the Placement Agent that is anticipated to be May __, 2007 (the "CLOSING DATE"), but which date shall not be later than May __, 2007 (the "OUTSIDE DATE"), and of which the Investor will be notified in advance by the Placement Agent. At the Closing or upon AMEX listing approval of the Shares, whichever is later, the Company shall deliver to the Investor (i) one or more stock certificates representing the number of Shares set forth in paragraph 3 of the Stock Purchase Agreement, and (ii) a Warrant pursuant to which such Investor shall have the right to acquire the number of Warrant Shares set forth in paragraph 4 of the Securities Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the Stock Certificate Questionnaire, in accordance the name of a nominee designated by the Investor, together with Rule 15c6-1 promulgated under the Securities Exchange Act Warrant. In exchange for the delivery of 1934the subscription agreements, as amended (the “Exchange Act”)Investor shall deliver at Closing the Purchase Price directly to the Company by wire transfer of immediately available funds pursuant to written instructions. The Company’s 's obligation to issue and sell the Offered Securities at Closing Shares and Warrant to the Investor shall be subject to the following conditions, any one or more of which may be waived in writing by the Company: (a) prior receipt by the Company of an executed copy of this Securities Purchase Agreement; (b) the accuracy of the representations and warranties made by the Investor in this Agreement and the fulfillment of those undertakings the obligations of the Investor to be fulfilled by it under this Agreement on or prior to the Closing; (c) the Company is satisfied that the issuance of the Securities will not be in violation of applicable AMEX listing qualification rules; and (d) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby. The Investor’s 's obligation to purchase the Offered Securities Shares and Warrant shall be subject to the condition that following conditions, any one or more of which may be waived in writing by the Placement Agent shall not have Investor: (a) terminated the Placement Agency accuracy of the representations and warranties made by the Company in this Agreement pursuant to on the terms thereof or Closing Date; (b) determined the execution and delivery by the Company of the Registration Rights Agreement; and (c) the absence of any order, writ, injunction, judgment or decree that questions the conditions to closing in validity of the Placement Agency Agreement have not been satisfied. Prior to Agreements or the Closing, right of the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Units being purchased by Company or the Investor to an account designated by enter into such Agreements or to consummate the Placement Agent. Such funds shall be held in escrow (without interest) until the Closing transactions contemplated hereby and delivered by the Placement Agent (net of any commissions and expense reimbursements payable to the Placement Agent pursuant to the Placement Agency Agreement) on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement Agent, of the conditions set forth in the foregoing paragraph. At the Closing, payment shall be made by, or on behalf of, the Investor by release of funds by the Placement Agent and the Company shall (a) deliver the Offered Shares purchased by the Investor to the Investor through DTC directly to the account(s) of the applicable DTC Holder as set forth on Annex II and (b) deliver the Warrants to the Investors at the address set forth on Annex IIthereby.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Offered Securities (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and the Placement AgentAgents, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s obligation to issue and sell the Offered Securities at Closing to the Investor shall be subject to the (a) accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the ClosingClosing and (b) the payment by the Investor of the purchase price for the Units being purchased hereunder. The Investor’s obligation to purchase the Offered Securities shall be subject to the condition that the Placement Agent Agents shall not have (a) terminated the Placement Agency Agreement pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied. Prior to At the Closing, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Units being purchased by the Investor to an account designated the following account: [Insert Wire Instructions] Upon receipt of payment by, or on behalf of, the Investor, the Company shall (a) deliver the Shares purchased by the Placement Agent. Such funds shall be held in escrow (without interest) until the Closing and delivered by the Placement Agent (net of any commissions and expense reimbursements payable Investor to the Placement Agent pursuant Investor through DTC directly to the Placement Agency Agreementaccount(s) on behalf of the Investors applicable DTC Holder as set forth on Annex II and (b) deliver the Warrants to the Company upon Investors at the satisfaction, in the sole judgment of the Placement Agent, of the conditions address set forth in the foregoing paragraphon Annex II. At the Closing, payment shall be made by, or on behalf of, the Investor by release of the funds paid by the Placement Agent each Investor and the Company shall (a) deliver the Offered Shares purchased by the Investor to the Investor through DTC directly to the account(s) of the applicable DTC Holder as set forth on Annex II and (b) deliver the Warrants to the Investors at the address set forth on Annex II.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Offered Securities (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and the Placement AgentAgents, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s obligation to issue and sell the Offered Securities at Closing to the Investor shall be subject to the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Offered Securities shall be subject to the condition that the Placement Agent Agents shall not have (a) terminated the Placement Agency Agreement pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied. Prior to The manner of settlement of the Closing, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Units being Offered Securities purchased by the Investor to an account designated by the Placement Agent. Such funds shall be held in escrow determined by such Investor as follows (without interestcheck one): [ ] A. [____] A. Delivery by crediting the account of the Investor’s prime broker (as specified by such Investor on Exhibit A annexed hereto) until with the Depository Trust Company (“DTC”) through its Deposit/Withdrawal At Custodian (“DWAC”) system, whereby Investor’s prime broker shall initiate a DWAC transaction on the Closing Date using its DTC participant identification number, and delivered released by the Placement Agent (net of any commissions and expense reimbursements payable to the Placement Agent pursuant to the Placement Agency Agreement) on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement Agent, of the conditions set forth in the foregoing paragraph. At the Closing, payment shall be made by, or on behalf ofAmerican Stock Transfer & Trust Company, the Investor by release of funds by Company’s transfer agent (the Placement Agent and the Company shall (a) deliver the Offered Shares purchased by the Investor to the Investor through DTC directly to the account(s) of the applicable DTC Holder as set forth on Annex II and (b) deliver the Warrants to the Investors “Transfer Agent”), at the address set forth on Annex II.Company’s direction. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:

Delivery of the Shares at Closing. The completion of the purchase and sale of the Offered Securities Shares (the “Closing”) shall take place occur on [DATE] at a place _____ a.m. (Eastern Time) or at such later date and time as the parties hereto may agree upon (such date and time of payment being herein called the “Closing DateTime”) to be specified by ), at the Company and offices of the Placement Agent’s counsel. At the Closing, the Fund shall deliver to each Investor, using customary book-entry procedures, the number of Shares set forth on Schedule I to this Agreement, and each Investor shall deliver to the Fund or as otherwise directed by the Placement Agent a certified or official bank check or wire transfer of funds in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act full amount of 1934, the aggregate purchase price for the Shares being purchased hereunder as amended (set forth opposite such Investor’s name on Schedule I hereto to a bank account designated by the “Exchange Act”)Fund. The CompanyFund’s obligation to issue and sell the Offered Securities at Closing Shares to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the Fund: (a) receipt by the Fund of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased; (b) completion of the purchases and sales of Shares under the Agreements that may be executed with the Other Investors; and (c) the accuracy of the representations and warranties made by the each Investor and the fulfillment of those undertakings of the each Investor to be fulfilled prior to the Closing. The Each Investor’s obligation to purchase the Offered Securities Shares shall be subject to the condition that the Placement Agent shall not have (a) terminated the Placement Agency Agreement dated as of [DATE], between the Fund, the Adviser and the Placement Agent (the “Placement Agency Agreement”) pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied. Prior to the Closing, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Units being purchased by the Investor to an account designated by the Placement Agent. Such funds shall be held in escrow (without interest) until the Closing and delivered by the Placement Agent (net of any commissions and expense reimbursements payable to the Placement Agent pursuant to the Placement Agency Agreement) on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement Agent, of the conditions set forth in the foregoing paragraph. At the Closing, payment shall be made by, or on behalf of, the Investor by release of funds by the Placement Agent and the Company shall (a) deliver the Offered Shares purchased by the Investor to the Investor through DTC directly to the account(s) of the applicable DTC Holder as set forth on Annex II and (b) deliver the Warrants to the Investors at the address set forth on Annex II.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Offered Securities (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and the Placement AgentAgents, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s obligation to issue and sell the Offered Securities at Closing to the Investor shall be subject to the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Offered Securities shall be subject to the condition that the Placement Agent Agents shall not have (a) terminated the Placement Agency Agreement pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied. Prior to At the Closing, (i) the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Units being purchased by the Investor to an account designated by the Placement Agent. Such funds shall be held in escrow Company (without interestthe “Purchase Price”) until the Closing and delivered by the Placement Agent (net of any commissions and expense reimbursements payable to the Placement Agent pursuant to the Placement Agency Agreementii) on behalf upon receipt of the Investors to the Company upon the satisfactionPurchase Price, in the sole judgment of the Placement Agent, of the conditions set forth in the foregoing paragraph. At the Closing, payment shall be made by, or on behalf of, the Investor by release of funds by the Placement Agent and the Company shall (a) deliver the Offered Shares purchased by the Investor to the Investor through DTC directly to the account(s) of the applicable DTC Holder as set forth on Annex II and (b) deliver the Warrants by mail or overnight carrier to the Investors at the address set forth on Annex II.