Common use of Option Closing Clause in Contracts

Option Closing. (a) Subject to the terms and conditions hereof, including the satisfaction of the Buyer Closing Conditions and the Seller Closing Conditions (each as defined below) or the waiver of any thereof by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are to be satisfied at the closing of the purchase and sale of all of the Project Assets contemplated by this Article 14, proceedings for the consummation of the Option closing shall take place at such location, on such date and as early in the morning as is reasonably practical, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, (i) as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunder. (b) The date on which the Option closing actually occurs is referred to herein as the “Option Closing Date.” (c) For purposes of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on the Option Closing Date. (d) Subject to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the Option Closing Date, and other than the representations and warranties explicitly set forth in this Agreement, no representations or warranties, whether express or implied, shall be given or deemed given as to the Project or Seller’s Project Assets constituting the Project.

Option Closing. (a) Subject Between March 1, 2017 and December 31, 2017 (the “Option Period”), the Company shall have the option (the “Option”), in its sole discretion, to borrow the Option Consideration from the Lenders in accordance with Section 2.1(b) and the other terms and conditions hereofof this Agreement; provided, including however, that the satisfaction Option and Option Period shall automatically terminate effective immediately upon conversion of the Buyer Closing Conditions then outstanding principal and unpaid accrued interest on the Notes into Conversion Shares in accordance with Section 2.2 or any other conversion of the then outstanding principal and unpaid accrued interest on the Notes into Equity Securities (any such event, an “Option Termination Event”). Upon the occurrence of an Option Termination Event, the Option shall be of no further force and effect, the Lenders shall have no further obligations to the Company with respect to the Option Consideration, and the Seller Closing Conditions (each as defined below) or Company shall have no further obligations to the waiver of any thereof by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are Lenders with respect to be satisfied at the closing of the purchase and sale of all of the Project Assets contemplated by this Article 14, proceedings for the consummation of the Option closing shall take place at such location, on such date and as early in the morning as is reasonably practical, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, (i) as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunderClosing. (b) The date on which If an Option Termination Event has not occurred, the Company may exercise the Option closing actually occurs is referred any time during the Option Period by delivering to herein as each Lender written notice (the “Option Closing DateNotice”) of such election at least ten Business Days prior to the contemplated closing of the payment of the Option Consideration by each Lender in exchange for delivery by the Company to each such Lender of an updated Payment Grid pursuant to Section 2.1(b) and this Section 3.2 (the “Option Closing”). The Option Closing Notice shall include (i) notice of the Company’s election to exercise the Option, (ii) a request for payment of the Option Consideration and (iii) wire instructions for the bank account to which the Option Consideration should be transferred. The Option Closing Notice shall be accompanied by resolutions of the Company’s Board of Directors authorizing and approving, as applicable, the borrowing of the Option Consideration and updating of each Lender’s Payment Grid to reflect the Lenders’ payment of their respective Initial Consideration and Option Consideration. Notwithstanding the foregoing, if an Option Termination Event occurs following the delivery of the Option Closing Notice but prior to the Option Closing, the Lenders shall have no further obligations to the Company with respect to the Option Consideration.” (c) For purposes The Option Closing shall take place remotely via teleconference, e-mail or likewise on the tenth Business Day following the date of carereceipt by the Lenders, custody and risk by electronic mail or facsimile, of loss of Seller’s Project Assets, the Project and the Site, the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on the Option Closing DateNotice from the Company, or at such other time as shall be mutually agreed upon orally or in writing by the Company and Lenders purchasing a majority in interest of the aggregate principal amount of the Notes to be sold at the Option Closing. At the Option Closing, each Lender shall pay the Option Consideration to the Company by wire transfer to the account set forth in Exhibit B hereto and, in consideration therefor, the Company shall deliver to each Lender an updated Payment Grid reflecting payment by such Lender of the Initial Consideration and the Option Consideration. (d) Subject Notwithstanding anything to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the Option Closing Date, and other than the representations and warranties explicitly set forth contrary in this Agreement, no representations or warrantiesthe Company may not exercise the Option, whether express or impliedand the Lenders shall not have any obligation to pay the Option Consideration, shall be given or deemed given at any time when the Obligations (as defined below) are due and payable pursuant to the Project or Seller’s Project Assets constituting the ProjectSection 7.2 of this Agreement.

Option Closing. (a) Subject to the terms and conditions hereof, including the satisfaction of the Buyer Closing Conditions and the Seller Closing Conditions (each as defined below) or the waiver of any thereof by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are to be satisfied at the The closing of the purchase and sale of all by HNRC of the Project Assets contemplated by this Article 14, proceedings for --------------- Selected Option Property (the consummation "Option Closing") shall be held within 30 days after determination of the Option closing shall take place at Purchase Price in accordance with the procedures set forth in Section 3.7 D of this Agreement, subject to such locationextensions as may be necessary to comply with requirements of the Subdivision Map Act. The specific time, on such date and place of the option Closing shall be as early in the morning as is reasonably practical, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed upon by the Parties. At the Option Closing, the following shall occur: (i) HNRC shall pay to Hospah and/or SFPMC (i.e. to the Party or Parties that hold an interest in the Selected Option Property) the Option Purchase Price, net of any credits allowed under this Agreement. Such payment shall be made in cash, by certified or cashier's check or by wire transfer of immediately available funds, as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as elected by HNRC in its remedy, or sole discretion; (ii) at Hospah and/or SFPMC (i.e. to the end Party or Parties that hold an interest in the Selected Option Property) shall execute and deliver unto HNRC deeds, assignments and bills of sale, as appropriate, in form and substance reasonably satisfactory to HNRC, conveying and assigning the Selected Option Property unto HNRC; and (iii) Hospah and/or SFPMC (i.e. to the Party or Parties that hold an interest in the Selected Option Property) shall deliver to HNRC all Information in the possession or under the control of Hospah, SFPMC or their respective Affiliates that is reasonably necessary to the permitting, operation or ownership of the Delivery Term if Buyer exercises Landfill Project. Hospah and/or SFPMC (i.e. to the Party or Parties that hold an interest in the Selected Option Property) shall execute and deliver unto HNRC a bill of sale conveying and selling such Information unto HNRC. Reax xnd personal property taxes levied or assessed upon or with respect to the Selected Option Property shall be prorated as of the date of the Option, Closing and Hospah and/or SFPMC (i.e. to the Party or Parties that hold an interest in the Selected Option Property) shall be solely responsible for the portion of such unpaid taxes attributable to the period prior to that date. Prior to the Option absent Closing, Hospah and/or SFPMC (i.e. to the Party or Parties that hold an Event of Default of Seller hereunder. interest in the Selected Option Property) shall take all actions necessary to fully pay-off, discharge and remove all Liens encumbering the Selected Option Property. In the event that Hospah and/or SFPMC (bi.e. to the Party or Parties that hold an interest in the Selected Option Property) The date on which fails fully to discharge and remove any such Liens, HNRC shall have the right, but not the obligation, to pay-off and discharge such Liens itself, in whole or in part, and to deduct the amounts paid by it from the Option closing actually occurs is referred Purchase Price. HNRC shall also have the right, but not the obligation, to herein as assume the “obligations under any such Liens and to credit against the Option Closing Date.” (c) For purposes of care, custody and risk of loss of Seller’s Project AssetsPurchase Price an amount equal to the amount necessary to fully discharge such Liens. Notwithstanding the foregoing, the Project Parties understand and the Siteagree that neither Hospah nor SFPMC shall make, the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on the Option Closing Date. (d) Subject or in the instruments to Buyer’s right to inspect be delivered at the Projectoption Closing or otherwise, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the Option Closing Date, and other than the representations and warranties explicitly set forth in this Agreement, no any representations or warrantieswarranties whatsoever, whether express or implied, with respect to its ownership of or title to the Selected Option Property. Furthermore, all conveyances at the Option Closing shall be given or deemed given as subject to the Project or Seller’s Project Assets constituting the Projectdisclaimers set forth in Section 9.10 of this Agreement.

Option Closing. (a) Subject Pursuant to the terms and conditions hereof, including the satisfaction of the Buyer Subscription Agreements, each Purchaser shall have the option (the “Option”) to purchase the number of shares of Option Stock and Option Warrants set forth on the signature page to such Purchaser’s Subscription Agreement under the headings “Option Shares” and “Option Warrants,”,” respectively. The Option may be exercised as to all or any part of the Option Securities at any time, and from time to time, during the period beginning on the day after the First Closing Conditions Date (or, if such day is not a Business Day, the next Business Day) and ending on the day which is ninety (90) Business Days after the First Closing Date (or, if such day is not a Business Day, the next Business Day) (the “Option Period”). No Option Securities shall be sold and delivered unless the Purchaser purchases the Firm Securities at the First Closing. The right to purchase the Option Securities or any portion thereof may be surrendered and terminated at any time during the Option Period upon notice by a Purchaser to the Company and the Seller Closing Conditions Placement Agent. The Option, if exercised, shall be exercised by written notice (each as defined belowthe “Option Notice”) or being given to the waiver of any thereof Company and the Placement Agent by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are Purchaser setting forth the number of shares of Option Stock and Option Warrants to be satisfied at the closing purchased by such Purchaser. The completion of the purchase and sale of all of the Project Assets contemplated by this Article 14Option Securities (an “Option Closing”) will occur at a place and time (each, proceedings for the consummation of the Option closing shall take place at such location, on such date and as early in the morning as is reasonably practical, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, (i) as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunder. (b) The date on which the Option closing actually occurs is referred to herein as the “Option Closing Date.” (c) For purposes of care, custody ,” and risk of loss of Seller’s Project Assets, together with the Project and the Site, the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on the Option Closing Date. (d) Subject to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the Option First Closing Date, the “Closing Dates”) to be specified by the Company and other the Placement Agent, and of which such Purchaser will be notified in advance by the Placement Agent. Each Option Closing shall in no event be earlier than two (2) Business Days nor later than five (5) Business Days after written notice is given. At an Option Closing, the representations Company will cause the transfer agent for the Securities to deliver to the Purchaser the number of shares of Option Stock and warranties explicitly Option Warrants as set forth in this the Option Notice registered in the name of the Purchaser or, if so indicated on the Investor Questionnaire attached as Exhibit A to the Subscription Agreement, no representations or warranties, whether express or implied, shall be given or deemed given as to in the Project or Seller’s Project Assets constituting name of a nominee designated by the ProjectPurchaser.

Option Closing. (a) Subject If the Underwriters elect to exercise the Option, the Lead Underwriter, on its own behalf and on behalf of the Underwriters, shall provide written notice (the “Exercise Notice”) to the terms and conditions hereofCompany at any time prior to the 30th day after the Closing Date, including which Exercise Notice shall specify the satisfaction number of Additional Common Shares to be purchased by the Buyer Closing Conditions Underwriters and the Seller Closing Conditions (each as defined below) or the waiver of any thereof by the party for whose benefit date on which such condition(s) exist, other than those conditions that by their nature Additional Common Shares are to be satisfied at purchased (the closing of the purchase and sale of all of the Project Assets contemplated by this Article 14, proceedings for the consummation of the “Option closing shall take place at such location, on such date and as early in the morning as is reasonably practical, as is mutually acceptable Closing Date”). Pursuant to the partiesExercise Notice, provided that the closing date is intended to occurUnderwriters shall severally, unless otherwise agreed by and not jointly, nor jointly and severally, purchase in their respective percentages set out in Section 14 below, and the PartiesCompany shall deliver and sell, (i) as soon as reasonably possible (consistent the number of Additional Common Shares indicated in such notice, in accordance with the requirements provisions of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunderAgreement. (b) The date on which the Option closing actually occurs is referred to herein as the “Option Closing Date.” (c) For purposes of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, the Option closing Exercise Notice shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposesleast two Business Days, the Option closing shall be deemed effective at 12:01 AM on the Option Closing Date. (d) Subject but not more than five Business Days, prior to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the Option Closing Date, and other in any event not later than the representations 30th day following the Closing Date. The purchase and warranties explicitly set forth sale of the Additional Common Shares issuable under the Option, if required, shall be completed at 5:00 a.m. (Vancouver time) on the Option Closing Date at such place as the Underwriters and the Company may agree. (c) At the closing of the Option, subject to the terms and conditions contained in this Agreement, no representations or warranties, whether express or implied, the Company shall be given or deemed given as deliver to the Project Underwriters the Additional Common Shares issuable pursuant to the exercise of the Option, in electronic or Seller’s Project Assets constituting certificated form, registered as directed by the ProjectUnderwriters, against payment to the Company by the Underwriters of the aggregate Offering Price for the Additional Common Shares being issued and sold by wire transfer or certified cheque, net of the Commission and any expenses of the Underwriters payable by the Company as set out in this Agreement. (d) The applicable terms, conditions and provisions of this Agreement (including the provisions of Section 5 relating to closing deliveries) shall apply mutatis mutandis to the closing of the issuance of any Additional Common Shares pursuant to any exercise of the Option. (e) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Option is exercisable, appropriate adjustments will be made to the Offering Price and to the number of Additional Common Shares issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Option immediately prior to such subdivision, consolidation, reclassification or change.

Option Closing. (a) Subject Pursuant to the terms and conditions hereof, including the satisfaction of the Buyer Subscription Agreements, each Purchaser shall have the option (the "OPTION") to purchase the number of shares of Optional Stock set forth therein. The Option may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than sixty (60) days subsequent to the date of such Purchaser's Subscription Agreement. No Optional Stock shall be sold and delivered to any Purchaser unless the Firm Stock purchased by such Purchaser at the First Closing Conditions shall have been sold and delivered. The right to purchase the Seller Closing Conditions Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by Purchaser to the Company. The Option, if exercised, shall be exercised by written notice (each as defined belowthe "OPTION NOTICE") or being given to the waiver of any thereof Company by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are Purchaser setting forth the number of Optional Stock to be satisfied at the closing purchased by such Purchaser. The completion of the purchase and sale of all of the Project Assets contemplated by this Article 14Optional Stock (an "OPTION CLOSING") will occur at a place and time (each, proceedings for the consummation of the Option closing shall take place at such locationan "OPTION CLOSING DATE", on such date and as early in the morning as is reasonably practical, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, (i) as soon as reasonably possible (consistent together with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunder. (b) The date on which the Option closing actually occurs is referred to herein as the “Option Closing Date.” (c) For purposes of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on the Option Closing Date. (d) Subject to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the Option First Closing Date, the "CLOSING DATES") to be specified by the Company and other the Placement Agent, and of which such Purchaser will be notified in advance by the Placement Agent. Each Option Closing shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. At an Option Closing, the representations and warranties explicitly Company will cause the transfer agent for the Stock to deliver to the Purchaser by means of electronic book-entry the number of shares of Optional Stock set forth in this the Option Notice registered in the name of the Purchaser or, if so indicated on the Stock Certificate Questionnaire attached as Exhibit A to the Subscription Agreement, no representations or warranties, whether express or implied, shall be given or deemed given as to in the Project or Seller’s Project Assets constituting name of a nominee designated by the ProjectPurchaser.

Option Closing. The closing (a“Option Closing”) Subject to the terms and conditions hereof, including the satisfaction of the Buyer Closing Conditions and the Seller Closing Conditions (each as defined below) or the waiver of any thereof by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are to be satisfied at the closing of the purchase and sale of the Common Shares, whether pursuant to a Call exercised in accordance with Section 4.1 or Section 4.2(b)(2), will take place on a date selected by the party exercising the Call (whether IUBT or ICF), as the case may be, which date will not be later than the 30th day following the Valuation Date unless the parties agree otherwise, but shall in any case be no later than the 90th day following the Valuation Date. The parties shall use their best efforts to complete the entire valuation and closing process within the designated period. At the Option Closing, the Option Holder will tender all the Common Shares subject to the Call to ICF or IUBT, as the case may be, and ICF or IUBT, as the case may be, will make payment of the Project Assets contemplated by this Article 14, proceedings Purchase Price for the consummation of all such Common Shares to the Option closing shall take place at such locationHolder. During any period of determination of Fair Market Value, the Parties agree to use their best efforts to carry on such date and as early the business of ICF in the morning as is reasonably practicalnormal course and in the best interest of ICF. On the Option Closing date, the Option Holder will sign and deliver to ICF all documents necessary to transfer, free and clear of all liens, claims and other encumbrances, his/her Common Shares to ICF or IUBT, as the case may be, including the stock certificates representing the Common Shares duly endorsed for transfer. The Option Holder hereby appoints each of ICF and IUBT, as the case may be, as the Option Holder’s attorney-in-fact, coupled with an interest, with full power and authority to sign and deliver all resolutions and share transfers which may be required under this Section 4.4. This appointment is mutually acceptable to irrevocable while the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, (i) Option Holder owns Common Shares but will lapse automatically as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunderHolder ceases to own Common Shares. (b) The date on which the Option closing actually occurs is referred to herein as the “Option Closing Date.” (c) For purposes of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on the Option Closing Date. (d) Subject to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the Option Closing Date, and other than the representations and warranties explicitly set forth in this Agreement, no representations or warranties, whether express or implied, shall be given or deemed given as to the Project or Seller’s Project Assets constituting the Project.

Option Closing. (a) Subject to the terms and conditions hereof, including the satisfaction of the Buyer Closing Conditions and the Seller Closing Conditions (each as defined below) or the waiver of any thereof by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are to be satisfied at the The closing of the purchase and sale of all of the Project Assets contemplated by this Article 14, proceedings for the consummation of the Option closing Interests (the “Option Closing”) shall take place occur at such locationany time agreed upon by the Salient Parties, on such the one hand, and SMHG, on the other hand, but no later than 30 days after the date and as early SMHG notifies the Salient Parties or the Salient Parties notify SMHG of its or their intention to exercise the Purchase Option or Put Option, respectively (in the morning as is reasonably practicaleach case, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, (i) as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunder. (b) The date on which the Option closing actually occurs is referred to herein as the “Option Closing Date”). At the Option Closing, the Salient Parties will deliver to SMHG, the certificates, if any, representing the Option Interests sold by the Salient Parties, duly endorsed for transfer and an Assignment of Interests. The Salient Parties’ obligation to complete the sale and purchase of the Option Interests being sold by the Salient Parties hereunder and to deliver such certificates and the Assignment of Interests to SMHG at the Option Closing shall be subject to the receipt by each Salient Party of his or its allocable share of the Option Purchase Price (as hereinafter defined) for the Option Interests.” (ca) For purposes SMHG’s obligation to accept delivery of caresuch certificates and each Assignment of Interests, custody and risk of loss of Seller’s Project Assets, the Project and the Site, to deliver the Option closing Purchase Price for the Option Interests shall be effective at subject to: (i) the moment receipt by SMHG of a certificate executed by the Salient Parties reaffirming the accuracy in time when all material respects of the Option closing actually occurs. For all accounting representations and tax purposes, warranties made by the Option closing shall be deemed effective at 12:01 AM on Salient Parties and Advisors and Capital herein as of the Option Closing Date. (d) Subject to Buyer’s right to inspect the Project; provided, Seller’s sale however, for purposes of the Project Assets representations and warranties set forth in (A) Sections 4.3 and 4.4, the term “Transferred Interests” shall mean the Option Interests and (B) Section 4.9, the term “Financial Statements” shall refer to Buyer following exercise (x) the audited balance sheet of Newco as of December 31 of the Option shall be on an “as is” basis in its condition on year ended immediately prior to the Option Closing Date, and other than the representations related audited statements of income, changes in partner’s capital, and warranties explicitly set forth in this Agreementcash flows for the year then ended, no representations or warranties, whether express or implied, shall be given or deemed given and the notes and schedules thereto and (y) the unaudited balance sheet of Newco as of the last day of the calendar quarter ended immediately prior to the Project Option Closing Date, and the related unaudited statements of income, partner’s capital, and cash flows for the three, six, or Seller’s Project Assets constituting the Project.nine-month period then ended;

Option Closing. (a) Subject to the terms and conditions hereof, including the satisfaction of the Buyer Closing Conditions and the Seller Closing Conditions (each as defined below) a. If you or the waiver of any thereof by Funds duly exercise the party for whose benefit such condition(s) existPut Option or the Call Option, other than those conditions that by their nature are to be satisfied at as the case may be, the closing of the purchase Put Option and sale of all of the Project Assets contemplated by this Article 14, proceedings for the consummation of the Call Option closing shall take place at such location, on such date and (as early in the morning as is reasonably practical, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, applicable) (i) as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunder. (b) The date on which the Option closing actually occurs is referred to herein as the “Option Closing Date.Closing” (c) For purposes of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on the Option Closing Date. (d) Subject to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the Option Closing Date, immediately following the Company Merger Effective Time. Promptly following the Option Closing, but in no event prior to the delivery of the shares of Purchaser Common Stock to you and/or your Affiliates and the delivery of cash consideration payable to the Funds by Purchaser, in both cases as is contemplated to be delivered in connection with and as of the Closing pursuant to the terms of the Merger Agreement, and at such time as the parties may agree, the parties shall take the following actions: i. You shall deliver or cause to be delivered full and valid title to the Call Option Shares (if the Call Option has been duly exercised) and the Put Option Shares (if the Put Option has been duly exercised) to the Funds, in the following proportions: 96.9% to WP X Finance, L.P. and 3.1% to Warburg Pincus X Partners, L.P., in each case free and clear of any and all Liens, other than restrictions on transfer originating under the representations Securities Act and warranties explicitly applicable securities Laws and applicable terms and conditions of the Stockholders Agreement; and ii. Contemporaneously with the delivery of the Call Option Shares and Put Option Shares pursuant to Section 4.a.i, the Funds shall pay (or cause to be paid) to you the Call Option Consideration (if the Call Option has been duly exercised) and the Put Option Consideration (if the Put Option has been duly exercised), in each case by wire transfer of immediately available funds in accordance with wire instructions provided in writing by you. b. Notwithstanding anything to the contrary set forth in this Agreementherein, no representations all obligations of the Funds hereunder, including but not limited to the obligation to pay any Put Option Consideration or warrantiesCall Option Consideration, whether express or impliedas the case may be, shall be given or deemed given as to several (and not joint and several) obligations of WP X Finance, L.P. and Warburg Pincus X Partners, L.P. in the Project or Seller’s Project Assets constituting the Project.following proportions: 96.9% from WP X Finance, L.P. and 3.1% from Warburg Pincus X Partners, L.P.

Option Closing. Each Investor shall have the right, exercisable by delivery to the Company of a written notice of such exercise in the form of Exhibit G (aan "Option Exercise Notice") Subject at any time during the period commencing on the Initial Closing Date and ending on (and including) the Option Expiration Date (as defined below), to purchase, and upon such exercise the Company agrees to sell to such Investor, upon the terms and conditions hereof, including subject to the satisfaction or waiver of the Buyer conditions set forth herein, (i) a Debenture (an "Option Debenture" and, together with the Debentures issued to the other Investors at the Option Closing Conditions and the Seller Closing Conditions (each as defined below), the "Option Debentures") with a principal amount equal to or, at the option of such Investor, less than fifty percent (50%) of the original principal amount of the Initial Debenture purchased by such Investor at the Initial Closing and (ii) a Warrant (an "Option Warrant" and, together with the Warrants issued to the other Investors at the Option Closing (as defined below), the "Option Warrants"). For purposes hereof, "Option Expiration Date" means the earlier to occur of (i) the ninetieth (90th) day following the Effective Date and (ii) the date on which each Investor has either exercised its rights under this Section 1.2 or notified the waiver of any thereof by Company in writing that it does not intend to exercise such rights (or, if such date is not a Business Day, on the party for whose benefit such condition(s) exist, other than those conditions that by their nature are to be satisfied at immediately succeeding Business Day). The date on which the closing of the purchase and sale of all of the Project Assets contemplated by this Article 14, proceedings for the consummation of the Option closing Debentures and Option Warrants occurs (the "Option Closing") shall take place at such location, on such date and as early in be the morning as is reasonably practical, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, third (i3rd) as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises Business Day following the Option absent an Event of Default of Seller hereunder. Expiration Date (b) The date on which the Option closing actually occurs is referred to herein as the “"Option Closing Date.” (c) For purposes of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, the "). The Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall Closing will be deemed effective at 12:01 AM on to occur when (A) each of the conditions to the Option Closing Date. described in this Agreement has been satisfied or waived as specified therein and (dB) Subject full payment of each Investor's Purchase Price (as defined below) payable with respect to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on Debenture and Option Warrant being purchased by such Investor at the Option Closing Date, has been made by wire transfer of immediately available funds against physical delivery by the Company of duly executed certificates representing such Option Debenture and other than the representations and warranties explicitly set forth in this Agreement, no representations or warranties, whether express or implied, shall be given or deemed given as to the Project or Seller’s Project Assets constituting the ProjectOption Warrant.

Option Closing. (aA) Subject In addition, upon written notice from the Representative given to the Company from time to time not more than 45 days subsequent to the date of the Final Prospectus (the “Option Notice”), the Underwriters may purchase all or less than all of the Option Securities at the purchase price per share to be paid for the Firm Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions hereofset forth herein, including the satisfaction Company agrees to sell to the several Underwriters, and each of the Buyer Underwriters agrees, severally and not jointly, to purchase on each Option Closing Conditions Date the number of shares of shares of Option Securities specified in the Option Notice, and the Seller Company agrees to issue to the Representative on each Option Closing Conditions Date a Representative’s Warrant exercisable for an aggregate number of Offered Securities equal to two and one-half percent (each as defined below2.5%) or the waiver of any thereof by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are to be satisfied at the closing of the purchase and sale of all of the Project Assets contemplated by this Article 14, proceedings for the consummation of the Option closing shall take place Securities offered at such location, on such date and as early in the morning as is reasonably practical, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, each Option Closing (i) as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunder. (b) The date on which the Option closing actually occurs is referred to herein as the “Option Closing DateRepresentative’s Warrant”). Such Option Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name (subject to adjustment by the Representative to eliminate fractions). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company.” (cB) For purposes Each time for the delivery of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, payment for the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposesSecurities, the Option closing shall be deemed effective at 12:01 AM on the being herein referred to as an “Option Closing Date. ”, which may be the First Closing Date (d) Subject to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the First Closing Date and each Option Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representative but shall be not later than five full business days after written notice of election to purchase Option Securities is given. On each Option Closing Date, the Company will deliver the Option Securities being purchased on each Option Closing Date to or as instructed by the Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company, and the Company will deliver the Option Closing Representative’s Warrant to the Representative and the other than items required pursuant to Section 6 on each Option Closing Date (“Option Closing”). Upon satisfaction of the representations covenants and warranties explicitly conditions set forth in this Agreement, no representations each Option Closing shall occur at the offices of Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or warrantiessuch other location as may be mutually acceptable, whether express or impliedby remote electronic exchange, shall be given or deemed given as to the Project or Seller’s Project Assets constituting the Projectat 6:00 a.m. Pacific Time, on each Option Closing Date.

Option Closing. (a) Subject In the event the Option is exercised in accordance with the terms hereof, subject to the terms satisfaction or, if permissible, waiver of the conditions set forth in Sections 9.03 and conditions 9.04 hereof, including the satisfaction of the Buyer Closing Conditions and the Seller Closing Conditions (each as defined below) or the waiver of any thereof by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are to be satisfied at the closing of the purchase and sale of all of the Project Assets contemplated by this Article 14, proceedings for the consummation of the Option closing Closing shall take place at such locationthe offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, One Liberty Plaza, New York, New York, at 10:00 a.m., New York City time, on such date and as early in the morning as is reasonably practicalthird Business Day following exercise or deemed exercise, as the case may be, of the Option by delivery of the relevant notice and satisfaction or, if permissible, waiver, of the conditions set forth in Sections 9.03 and 9.04 hereof, or at such other time and place as the parties may agree (the date on which Option Closing occurs, the "OPTION CLOSING DATE"). In the event the Option is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, (i) as soon as reasonably possible (consistent exercised or deemed exercised in accordance with the requirements terms hereof, the Company and the Investor shall use their best efforts so as to effect the Option Closing no later than the third Business Day following the date of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end delivery of the Delivery Term relevant notice relating to exercise; PROVIDED, HOWEVER, that if Buyer exercises a Mandatory Exercise Notice has been delivered, the Investor shall have right to delay the Option absent an Event Closing for a period of Default ten Business Days from the date of Seller hereunderdelivery of the Mandatory Exercise Notice. (b) The date on which At the Option closing actually occurs is referred Closing, (i) the Company will deliver to herein as the “Option Closing Date.” (c) For purposes Investor certificates representing the shares of careSeries A Preferred Stock to be purchased by, custody and risk of loss of Seller’s Project Assetssold to, the Project Investor pursuant to Section 2.02 hereof (registered in the names and in the Site, denominations designated by the Option closing shall be effective Investor at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on least two Business Days prior to the Option Closing Date. ), together with the other documents, certificates and opinions to be delivered pursuant to Section 9.03 hereof (dincluding, without limitation, the Company Representation and Warranty Letter), and (ii) Subject the Investor, in full payment for the shares of Series A Preferred Stock to Buyer’s right be purchased by, and sold to, the Investor pursuant to inspect Section 2.02 hereof, will pay to the Project, Seller’s sale of the Project Assets Company an amount equal to Buyer following exercise of the Option Purchase Price, against which amount to be paid to the Company any amounts due to the Investor pursuant to Section 11.01(a) hereof or otherwise shall be on an “as is” basis in its condition on netted (PROVIDED, that the Investor shall continue to be entitled to seek reimbursement after the Option Closing Datefor amounts that are properly reimbursable pursuant to Section 11.01(a) hereof), in immediately available funds, and other than the representations and warranties explicitly set forth in this Agreement, no representations or warranties, whether express or implied, Investor shall be given or deemed given as deliver to the Project Company the other documents and certificates to be delivered pursuant to Section 9.04 hereof (including, without limitation, the Investor Representation and Warranty Letter). The amount to be paid to the Company will be paid by wire transfer to First Union National Bank, Macon, Georgia, Acct. Name: Magellan Health Services, Inc., Acct. No.: 2080000077640, ABA No. 000000000, or Seller’s Project Assets constituting as otherwise directed by the ProjectCompany.

Option Closing. (a) Subject 3.3.1 Upon the exercise of the Option, subject to the terms and conditions hereofcontained in this Agreement, including Buyer shall purchase or to obtain control over (either through contractual arrangements or other means) all of the Equity Interest from the Seller and the Seller shall sell all of his Equity Interest to Buyer, free and clear of any and all Encumbrances and the Option Closing shall occur as soon as practicable subject to the satisfaction of all of the following conditions (“Closing Conditions”): A. The results of a due diligence investigation of DGL is to the satisfaction of the Buyer Closing Conditions Buyer, B. DGL has no liabilities in any form, including but not limited to any outstanding loans, notes, debts, liens or any other means of liabilities (excluding liabilities accrued in the ordinary course of business consistent with past practice but including any and all liabilities or obligations incurred by DGL and its Subsidiaries in connection with the Seller Closing Conditions (each as defined below) or the waiver of any thereof by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are to be satisfied at the closing of the purchase and sale of all of the Project Assets transactions contemplated by this Article 14Agreement), C. DGL has obtained all necessary governmental approvals and/or permits to conduct its business. D. The Option Closing shall be no later than July 31, proceedings for 2016. 3.3.2 The Option Closing shall not occur unless all Closing Conditions have been met. The obligations of Buyer to consummate the consummation transactions contemplated by this Agreement with respect to the Option Closing are subject to the satisfaction of the following conditions: (a) The representations and warranties of Seller herein contained shall be true as of the Option closing shall take place at such location, on such date and as early in the morning as is reasonably practical, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, (i) as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunder.Closing; (b) The date on which the Option closing actually occurs is referred All obligations, covenants and agreements of Seller contained in this Agreement to herein as the “be performed prior to or at Option Closing Date.”shall have been performed or complied with by Seller; (c) For purposes All of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, the Option closing deliveries contemplated by Section 4.2(a) shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on the Option Closing Date.have been delivered to Buyer; (d) Subject No Material Adverse Change shall have occurred on or after January 31, 2015; (e) Without limitation to Buyer’s right to inspect the Projectforegoing, there shall be no litigation or proceedings pending against Seller’s sale , DGL or any of its Subsidiaries wherein an unfavorable result would: (i) prevent consummation of the Project Assets to Buyer following exercise transactions contemplated by this Agreement; (ii) cause any of the Option transactions contemplated by this Agreement to be rescinded following consummation; (iii) materially affect adversely the rights of DGL or the DGL Subsidiaries to own their respective assets and to operate' their respective businesses (and no injunction, judgment, artier, decree or ruling to such effect shall be on an “as is” basis in its condition on the Option Closing Date, and other than the representations and warranties explicitly set forth in this Agreement, no representations or warranties, whether express or implied, shall be given or deemed given as to the Project or Seller’s Project Assets constituting the Projecteffect).

Option Closing. (a) Subject to the terms and conditions hereof, including the satisfaction of the Buyer Closing Conditions and the Seller Closing Conditions (each as defined below) or the waiver of any thereof by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are to be satisfied at the The closing of the purchase and sale of all of the Project Assets contemplated by this Article 14, proceedings for the consummation of the Option closing Shares to BioMarin Acquisition (the “Option Closing”) shall take place at such locationthe offices of Paul, on such date and as early in the morning as is reasonably practicalHastings, as is mutually acceptable to the partiesXxxxxxxx & Xxxxxx LLP, provided that the closing date is intended to occurTwenty-Fourth Floor, unless otherwise agreed by the Parties00 Xxxxxx Xxxxxx, (i) as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedyXxx Xxxxxxxxx, or (ii) Xxxxxxxxxx, at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunder. (b) The date on which the Option closing actually occurs is referred to herein as the “Option Closing Date.” (c) For purposes of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM 10:00 a.m. on the Option Closing Date. (db) Subject At the Option Closing: (i) Medicis shall execute and deliver to Buyer’s right to inspect BioMarin Acquisition a certificate or certificates evidencing the ProjectOption Shares, Seller’s sale of properly endorsed for transfer or with stock powers authorizing the Project Assets to Buyer following exercise transfer of the Option Shares duly and validly executed in blank attached or otherwise in proper form for transfer to BioMarin Acquisition, together with such other documents as BioMarin Acquisition may reasonably request to evidence the transfer to BioMarin Acquisition of good and valid title to the Option Shares, free and clear of all Encumbrances; (ii) BioMarin Acquisition shall pay to Medicis the Cash Option Payment by wire transfer of immediately available funds, to an account designated by Medicis not less than five (5) Business Days prior to the Option Closing Date; provided, however, that in the event that the Option Closing Date is accelerated pursuant to Section 1.2(c), (d) or (e), the payment of the Cash Option Payment shall not occur until the Target Closing Date; (iii) BioMarin shall deliver to Medicis a certificate or certificates evidencing the BioMarin Payment Shares, each of which shall be on registered in the name of Medicis; provided, however, that in the event that the Option Closing Date is accelerated pursuant to Section 1.2(c), (d) or (e), the delivery of the BioMarin Payment Shares shall not occur until the Target Closing Date; (iv) Medicis shall deliver to BioMarin Acquisition all legal analyses and opinions prepared for and in the name of Ascent related to the Technology that are in the control and possession of Ascent; (v) In the event that the Option Closing Date is accelerated pursuant to Section 1.2(b), (c), (d) or (e), BioMarin Acquisition shall pay to Medicis, by wire transfer of immediately available funds, to an “as is” basis in its condition on account designated by Medicis not less than five (5) Business Days prior to the Option Closing Date, and other than the representations and warranties explicitly set forth in this Agreement, no representations or warranties, whether express or implied, shall be given or deemed given as an amount equal to the Project Additional Consideration; and (vi) In the event that the Option Closing Date is accelerated pursuant to Section 1.2(b), (c), (d) or Seller’s Project (e) prior to the termination of that certain Escrow Agreement dated May 18, 2004 among BioMarin, BioMarin Acquisition, Ascent and U.S. Bank, National Association, the parties shall, upon payment by BioMarin or BioMarin Acquisition to Medicis of the amounts due to Medicis under Section 1.4(b)(v), immediately deliver joint instructions to U.S. Bank, National Association to terminate such Escrow Agreement and release all remaining Escrow Assets constituting the Project(as defined in such Escrow Agreement) to BioMarin Acquisition.

Option Closing. The closing (a“Option Closing”) Subject to the terms and conditions hereof, including the satisfaction of the Buyer Closing Conditions and the Seller Closing Conditions (each as defined below) or the waiver of any thereof by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are to be satisfied at the closing of the purchase and sale of the Common Shares, whether pursuant to a Call exercised in accordance with Section 4.1 or Section 4.2(b)(2), will take place on a date selected by the party exercising the Call (whether IUBT or ICF),as the case may be, which date will not be later than the 30th day following the Valuation Date unless the parties agree otherwise, but shall in any case be no later than the 90th day following the Valuation Date. The parties shall use their best efforts to complete the entire valuation and closing process within the designated period. At the Option Closing, the Option Holder will tender all the Common Shares subject to the Call to ICF or IUBT, as the case may be, and ICF or IUBT, as the case may be, will make payment of the Project Assets contemplated by this Article 14, proceedings Purchase Price for the consummation of all such Common Shares to the Option closing shall take place at such locationHolder. During any period of determination of Fair Market Value, the Parties agree to use their best efforts to carry on such date and as early the business of ICF in the morning as is reasonably practicalnormal course and in the best interest of ICF. On the Option Closing date, the Option Holder will sign and deliver to ICF all documents necessary to transfer, free and clear of all liens, claims and other encumbrances, his/her Common Shares to ICF or IUBT, as the case may be, including the stock certificates representing the Common Shares duly endorsed for transfer. The Option Holder hereby appoints each of ICF and IUBT, as the case may be, as the Option Holder’s attorney-in-fact, coupled with an interest, with full power and authority to sign and deliver all resolutions and share transfers which may be required under this Section 4.4. This appointment is mutually acceptable to irrevocable while the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, (i) Option Holder owns Common Shares but will lapse automatically as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunderHolder ceases to own Common Shares. (b) The date on which the Option closing actually occurs is referred to herein as the “Option Closing Date.” (c) For purposes of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on the Option Closing Date. (d) Subject to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the Option Closing Date, and other than the representations and warranties explicitly set forth in this Agreement, no representations or warranties, whether express or implied, shall be given or deemed given as to the Project or Seller’s Project Assets constituting the Project.

Option Closing. In order to exercise the option, Buyer will give Seller written notice of its exercise. The closing (a"Option Closing") Subject to of the terms purchase under the option shall occur 10 business days thereafter, and conditions hereofat the Option Closing Seller shall deliver Conveyance Documents, with only the changes that may be necessary, including the satisfaction naming of Buyer's nominee or assignee, if applicable, as the grantee in such instruments conveying and transferring the Option Assets to Buyer. The price payable at the Option Closing shall be $5,750,000, less an amount equal to 25% of the value of any of the Reserve Shares that Seller was not entitled to receive for acquiring renewal leases under Article 8.03(b). The fact that the Reserve Shares due under Article 8.03(b) constitute a component of the amount due under the option purchase price shall not diminish the amount that may be due under Article 8.03(b). Buyer Closing Conditions and may pay for the Seller Closing Conditions interests purchased through the exercise of this option by delivering Shares (each as defined below"Additional Shares") or by cash, at Buyer's option. If the waiver of any thereof Additional Shares are delivered, the number shall be determined by dividing the appropriate value by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are to be satisfied at the closing average of the purchase last reported Sales Price for the Shares for the thirty (30) consecutive calendar days immediately preceding the Option Closing. Buyer shall give two (2) business day's notice of whether Buyer will pay with cash or Additional Shares. Any Additional Shares delivered under this Article 13.02 shall be registered under the same procedures as contained in the Registration Rights Agreement. At the Option Closing, Buyer and sale Seller will execute and deliver certificates through which Seller makes the representations and warranties contained in Article 4.01 and Article 5, and Buyer makes the representations and warranties contained in Article 4.02, with any references in such provisions to the Assets being modified to refer to the Option Assets; references to Effective Date being the date of all Buyer's exercise of the Project Assets contemplated by this Article 14, proceedings for Option; references to the consummation of Closing being the Option closing shall take place at such locationClosing; and references to Shares being the Additional Shares. Further, on such date and as early in the morning as is reasonably practicalParties agree that, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, (i) as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the option, the provisions of Article 7, Article 8 and Article 9 shall also pertain to the Option absent an Event Closing and the Option Assets, with the appropriate changes noted in the preceding sentence being effectuated for the proper construction of Default of Seller hereunder. (b) The date on which these provisions with regard to the Option Closing; provided, however, with regard to the Option closing actually occurs is referred to herein as the “and Option Closing Date.” (c) For purposes of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on the Option Closing Date. (d) Subject to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the Option Closing Date, and other than the representations and warranties explicitly set forth contained in this AgreementArticle 4.01, no representations or warranties, whether express or implied, Article 4.02 and Article 5 and the indemnities contained in Article 7 shall be given or deemed given as to only survive for six (6) months following the Project or Seller’s Project Assets constituting the ProjectOption Closing.