Common use of Option Closing Clause in Contracts

Option Closing. In order to exercise the option, Buyer will give Seller written notice of its exercise. The closing ("Option Closing") of the purchase under the option shall occur 10 business days thereafter, and at the Option Closing Seller shall deliver Conveyance Documents, with only the changes that may be necessary, including the 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 may pay for the interests purchased through the exercise of this option by delivering Shares ("Additional Shares") or by cash, at Buyer's option. If the Additional Shares are delivered, the number shall be determined by dividing the appropriate value by the average of the 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 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 Buyer's exercise of the Option; references to the Closing being the Option Closing; and references to Shares being the Additional Shares. Further, the Parties agree that, if Buyer exercises the option, the provisions of Article 7, Article 8 and Article 9 shall also pertain to the Option Closing and the Option Assets, with the appropriate changes noted in the preceding sentence being effectuated for the proper construction of these provisions with regard to the Option Closing; provided, however, with regard to the Option closing and Option Assets, the representations and warranties contained in Article 4.01, Article 4.02 and Article 5 and the indemnities contained in Article 7 shall only survive for six (6) months following the Option Closing.

Option Closing. In order to exercise the option, Buyer will give Seller written notice of its exercise. The closing ("“Option Closing"”) of the purchase under and sale of the option 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 occur 10 business days thereafter, and at in any case be no later than the Option Closing Seller shall deliver Conveyance Documents, with only 90th day following the changes that may be necessary, including the naming of Buyer's nominee or assignee, if applicable, as the grantee in such instruments conveying and transferring the Option Assets to BuyerValuation Date. The price payable at parties shall use their best efforts to complete the Option Closing shall be $5,750,000, less an amount equal to 25% of entire valuation and closing process within 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 may pay for the interests purchased through the exercise of this option by delivering Shares ("Additional Shares") or by cash, at Buyer's option. If the Additional Shares are delivered, the number shall be determined by dividing the appropriate value by the average of the 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 Agreementdesignated period. At the Option Closing, Buyer and Seller the Option Holder will execute and deliver certificates through which Seller makes tender all the representations and warranties contained in Article 4.01 and Article 5Common Shares subject to the Call to ICF or IUBT, as the case may be, and Buyer makes ICF or IUBT, as the representations and warranties contained in Article 4.02case may be, with any references in will make payment of the Purchase Price for all such provisions to the Assets being modified to refer Common Shares to the Option Assets; references to Effective Date being the date Holder. During any period of Buyer's exercise determination of the Option; references to the Closing being the Option Closing; and references to Shares being the Additional Shares. FurtherFair Market Value, the Parties agree that, if Buyer exercises to use their best efforts to carry on the option, business of ICF in the provisions normal course and in the best interest of Article 7, Article 8 and Article 9 shall also pertain to ICF. On the Option Closing and date, the Option AssetsHolder 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 the appropriate changes noted in the preceding sentence being effectuated for the proper construction of these provisions with regard 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 irrevocable while the Option Closing; provided, however, with regard to Holder owns Common Shares but will lapse automatically as soon as the Option closing and Option Assets, the representations and warranties contained in Article 4.01, Article 4.02 and Article 5 and the indemnities contained in Article 7 shall only survive for six (6) months following the Option ClosingHolder ceases to own Common Shares.

Option Closing. In order to exercise the option, Buyer will give Seller written notice of its exercise. The closing ("“Option Closing"”) of the purchase under and sale of the option shall occur 10 business days thereafterCommon Shares, and at 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 Option Closing Seller shall deliver Conveyance Documents, with only party exercising the changes that may be necessary, including the naming of Buyer's nominee Call (whether IUBT or assignee, if applicableICF), as the grantee 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 such instruments conveying and transferring any case be no later than the Option Assets to Buyer90th day following the Valuation Date. The price payable at parties shall use their best efforts to complete the Option Closing shall be $5,750,000, less an amount equal to 25% of entire valuation and closing process within 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 may pay for the interests purchased through the exercise of this option by delivering Shares ("Additional Shares") or by cash, at Buyer's option. If the Additional Shares are delivered, the number shall be determined by dividing the appropriate value by the average of the 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 Agreementdesignated period. At the Option Closing, Buyer and Seller the Option Holder will execute and deliver certificates through which Seller makes tender all the representations and warranties contained in Article 4.01 and Article 5Common Shares subject to the Call to ICF or IUBT, as the case may be, and Buyer makes ICF or IUBT, as the representations and warranties contained in Article 4.02case may be, with any references in will make payment of the Purchase Price for all such provisions to the Assets being modified to refer Common Shares to the Option Assets; references to Effective Date being the date Holder. During any period of Buyer's exercise determination of the Option; references to the Closing being the Option Closing; and references to Shares being the Additional Shares. FurtherFair Market Value, the Parties agree that, if Buyer exercises to use their best efforts to carry on the option, business of ICF in the provisions normal course and in the best interest of Article 7, Article 8 and Article 9 shall also pertain to ICF. On the Option Closing and date, the Option AssetsHolder 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 the appropriate changes noted in the preceding sentence being effectuated for the proper construction of these provisions with regard 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 irrevocable while the Option Closing; provided, however, with regard to Holder owns Common Shares but will lapse automatically as soon as the Option closing and Option Assets, the representations and warranties contained in Article 4.01, Article 4.02 and Article 5 and the indemnities contained in Article 7 shall only survive for six (6) months following the Option ClosingHolder ceases to own Common Shares.

Option Closing. In order Each Investor shall have the right, exercisable by delivery to exercise the option, Buyer will give Seller Company of a written notice of such exercise in the form of Exhibit G (an "Option Exercise Notice") 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 subject to the satisfaction or waiver of the conditions set forth herein, (i) a Debenture (an "Option Debenture" and, together with the Debentures issued to the other Investors at the Option Closing (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 exerciserights under this Section 1.2 or notified the Company in writing that it does not intend to exercise such rights (or, if such date is not a Business Day, on the immediately succeeding Business Day). The date on which the closing of the purchase and sale of the Option Debentures and Option Warrants occurs (the "Option Closing") shall be the third (3rd) Business Day following the Option Expiration Date (the "Option Closing Date"). The Option Closing will be deemed to occur when (A) each of the purchase under conditions to the option shall occur 10 business days thereafter, Option Closing described in this Agreement has been satisfied or waived as specified therein and (B) full payment of each Investor's Purchase Price (as defined below) payable with respect to the Option Debenture and Option Warrant being purchased by such Investor at the Option Closing Seller shall deliver Conveyance Documents, with only the changes that may be necessary, including the naming has been made by wire transfer 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 may pay for the interests purchased through the exercise of this option by delivering Shares ("Additional Shares") or by cash, at Buyer's option. If the Additional Shares are delivered, the number shall be determined by dividing the appropriate value immediately available funds against physical delivery by the average Company of the last reported Sales Price for the Shares for the thirty (30) consecutive calendar days immediately preceding the duly executed certificates representing such 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 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 Buyer's exercise of the Option; references to the Closing being the Option Closing; and references to Shares being the Additional Shares. Further, the Parties agree that, if Buyer exercises the option, the provisions of Article 7, Article 8 and Article 9 shall also pertain to the Option Closing and the Option Assets, with the appropriate changes noted in the preceding sentence being effectuated for the proper construction of these provisions with regard to the Option Closing; provided, however, with regard to the Option closing Debenture and Option Assets, the representations and warranties contained in Article 4.01, Article 4.02 and Article 5 and the indemnities contained in Article 7 shall only survive for six (6) months following the Option ClosingWarrant.