Common use of Exercise of Option; Closing Clause in Contracts

Exercise of Option; Closing. The Holder may, at any time or from time --------------------------- to time prior to the Expiration Date, exercise the Option by delivering to the Company a written notice (an "Exercise Notice") to such effect specifying the number of shares of Common Stock and/or preferred stock of the Company that the Holder has determined to purchase. Except to the extent that the parties may otherwise agree, the closing of the purchase and sale of the shares specified in any Exercise Notice shall occur at the principal executive offices of the Company on the third business day following the date on which such Exercise Notice is delivered to the Company, or such other day as agreed upon by the Company and the Holder. At closing, the Holder shall deliver to the Company the purchase price in immediately available funds, and the Company shall deliver to the Holder one or more certificates representing the shares specified in the Exercise Notice, registered in the name of the Holder, against delivery by the Holder to the Company of the aggregate purchase price therefor. Notwithstanding anything to the contrary herein contained, in the event that any shares of Common Stock are issued upon the exercise of any option granted under the Plan (the "Plan Option") and such issuance would otherwise prevent the Holder from continuing to include the Company in the Holder's consolidated federal income tax return, the Option shall automatically be deemed to have been exercised in respect to a number of shares of Common Stock equal to four times the number of shares of Common Stock issued upon the exercise of the Plan Option (unless the Holder shall have theretofore notified the Company in writing that the Holder shall have terminated the foregoing automatic exercise feature of the Option), and the closing of the purchase and sale of the shares of Common Stock subject to such automatic exercise of the Option (the "Automatic Exercise Shares") shall occur (or shall be deemed to have occurred) concurrently with the issuance of shares of Common Stock pursuant to the Plan Option. In the event that it shall have been impractical to effect the deliveries contemplated by the second preceding sentence at the time that the closing of the purchase and sale of the Automatic Exercise Shares shall have been deemed to have occurred, such deliveries shall be made as promptly as practicable thereafter; provided, -------- however, that such Automatic Exercise Shares shall nonetheless be deemed to have ------- been issued to the Holder concurrently with the issuance of shares of Common Stock pursuant to the Plan Option, and legal title to funds of the Holder (which shall be held in trust by the Holder for the benefit of the Company pending the delivery thereof to the Company) in an amount equal to the aggregate purchase price for the Automatic Exercise Shares shall be deemed to have concurrently passed to the Company in consideration of such issuance of the Automatic Exercise Shares.

Exercise of Option; Closing. The Holder mayBuyer shall, at any time or from time --------------------------- to time during the Exercise Period, exercise the Option with respect to any or all of the Hypersoft Ventures Assets, if at all, by (i) executing and delivering to the Company an original of this Option Purchase Agreement for the Hypersoft Ventures Assets, with no amendments, modifications or other changes to any terms therein (except that the economic terms in such Option Purchase Agreement shall be filled in using the information set forth on Exhibit A with respect to the applicable Hypersoft Ventures Assets that are the subject of such Option Purchase Agreement and (ii) attaching to such agreement Exhibit A and Exhibit B thereto (which Exhibit A and Exhibit B identifies which Hypersoft Ventures Assets are the subject of such applicable Option Purchase Agreement), no later than 5:00 p.m. (Eastern Time) on September 15, 2020 (the “Expiration Date”). Any attempt by Buyer to exercise the Option prior to July 15, 2020 or after the Expiration Date, exercise or by any means during the Exercise Period other than as set forth in this Section 3.1, shall be null and void and of no force or effect. If Buyer validly exercises the Option by delivering to the Company a written notice (an "Exercise Notice") to such effect specifying the number of shares of Common Stock and/or preferred stock of the Company that the Holder has determined to purchase. Except to the extent that the parties may otherwise agreein accordance with this Section 3.1, the closing of the purchase and sale of the shares specified in any Exercise Notice shall occur at the principal executive offices of the Company on the third business day following the date on which such Exercise Notice is delivered to the Company, or such other day as agreed upon by the Company and the Holder. At closing, the Holder shall deliver to the Company the purchase price in immediately available funds, and then the Company shall countersign and deliver to the Holder one or more certificates representing the shares specified in the Exercise Notice, registered in the name of the Holder, against delivery by the Holder to the Company of the aggregate purchase price therefor. Notwithstanding anything to the contrary herein contained, in the event that any shares of Common Stock are issued upon the exercise of any option granted under the Plan (the "Plan Option") and such issuance would otherwise prevent the Holder from continuing to include the Company in the Holder's consolidated federal income tax return, the Option shall automatically be deemed to have been exercised in respect to a number of shares of Common Stock equal to four times the number of shares of Common Stock issued upon the exercise of the Plan Option (unless the Holder shall have theretofore notified the Company in writing that the Holder shall have terminated the foregoing automatic exercise feature of the Option), and the closing of the purchase and sale of the shares of Common Stock subject to such automatic exercise Buyer an original of the Option Purchase Agreement and attaching to such agreement the schedules thereto (which schedules will identify any disclosures that are necessary to make the "Automatic representations and warranties set forth in such Option Purchase Agreement with respect to the applicable Hypersoft Ventures Assets true and correct in all material respects) within five (5) Business Days after the Company’s receipt during the Exercise Shares") shall occur (or Period of the applicable Option Purchase Agreement. The date of the Closing under the Option Purchase Agreement executed pursuant to this Agreement shall be deemed mutually determined by the parties, but in any event shall not be earlier than the date that all conditions to have occurred) concurrently with such Closing contained in the issuance of shares of Common Stock pursuant to the Plan Option. In the event that it shall applicable Option Purchase Agreement have been impractical to effect the deliveries contemplated by the second preceding sentence at the time that the closing of the purchase and sale of the Automatic Exercise Shares shall have been deemed to have occurred, such deliveries shall be made as promptly as practicable thereafter; provided, -------- however, that such Automatic Exercise Shares shall nonetheless be deemed to have ------- been issued to the Holder concurrently with the issuance of shares of Common Stock pursuant to the Plan Option, and legal title to funds of the Holder (which shall be held in trust by the Holder for the benefit of the Company pending the delivery thereof to the Company) in an amount equal to the aggregate purchase price for the Automatic Exercise Shares shall be deemed to have concurrently passed to the Company in consideration of such issuance of the Automatic Exercise Sharessatisfied.

Exercise of Option; Closing. The Holder mayBuyer shall, at any time or from time --------------------------- to time during the Exercise Period, exercise the Option with respect to any or all of the Agricultural Assets, if at all, by (i) executing and delivering to the Company four (4) originals of an Option Purchase Agreement for each of such applicable Agricultural Assets, with no amendments, modifications or other changes to any terms therein (except that the economic terms in such Option Purchase Agreement shall be filled in using the information set forth on Exhibit A with respect to the applicable Agricultural Assets that are the subject of such Option Purchase Agreement and (ii) attaching to such agreement Exhibit A and Exhibit Bthereto (which Exhibit A and Exhibit B identifies which Agricultural Assets are the subject of such applicable Option Purchase Agreement), no later than 5:00 p.m. (Eastern Time) on March 22, 2005 (the “Expiration Date”). Any attempt by Buyer to exercise the Option prior to December 1, 2004 or after the Expiration Date, exercise or by any means during the Exercise Period other than as set forth in this Section 3.1, shall be null and void and of no force or effect. If Buyer validly exercises the Option by delivering in accordance with this Section 3.1, then the Company shall countersign and deliver to Buyer two (2) originals of each Option Purchase Agreement and attaching to such agreement the schedules thereto (which schedules will identify any disclosures that are necessary to make the representations and warranties set forth in such Option Purchase Agreement with respect to the Company applicable Agricultural Assets true and correct in all material respects) and a written notice (an "Exercise Notice") to such effect specifying list of the number of shares of Common Stock and/or preferred stock employees of the Company that the Holder has determined to purchase. Except whose employment primarily relates to the extent Agricultural Assets that are the parties may otherwise agreesubject of such applicable Option Purchase Agreement), within five (5) Business Days after the closing Company’s receipt during the Exercise Period of the purchase and sale applicable Option Purchase Agreements. The date of the shares specified in any Exercise Notice shall occur at the principal executive offices of the Company on the third business day following the date on which such Exercise Notice is delivered to the Company, or such other day as agreed upon by the Company and the Holder. At closing, the Holder shall deliver to the Company the purchase price in immediately available funds, and the Company shall deliver to the Holder one or more certificates representing the shares specified in the Exercise Notice, registered in the name of the Holder, against delivery by the Holder to the Company of the aggregate purchase price therefor. Notwithstanding anything to the contrary herein contained, in the event that any shares of Common Stock are issued upon the exercise of any option granted Closings under the Plan (the "Plan Option") and such issuance would otherwise prevent the Holder from continuing to include the Company in the Holder's consolidated federal income tax return, the Option shall automatically be deemed to have been exercised in respect to a number of shares of Common Stock equal to four times the number of shares of Common Stock issued upon the exercise of the Plan Option (unless the Holder shall have theretofore notified the Company in writing that the Holder shall have terminated the foregoing automatic exercise feature of the Option), and the closing of the purchase and sale of the shares of Common Stock subject to such automatic exercise each of the Option (the "Automatic Exercise Shares") shall occur (or Purchase Agreements executed pursuant to this Agreement shall be deemed mutually determined by the parties, but in any event shall not be earlier than the date that all conditions to have occurred) concurrently with such Closing contained in the issuance of shares of Common Stock pursuant to the Plan Option. In the event that it shall applicable Option Purchase Agreement have been impractical to effect the deliveries contemplated by the second preceding sentence at the time that the closing of the purchase and sale of the Automatic Exercise Shares shall have been deemed to have occurred, such deliveries shall be made as promptly as practicable thereafter; provided, -------- however, that such Automatic Exercise Shares shall nonetheless be deemed to have ------- been issued to the Holder concurrently with the issuance of shares of Common Stock pursuant to the Plan Option, and legal title to funds of the Holder (which shall be held in trust by the Holder for the benefit of the Company pending the delivery thereof to the Company) in an amount equal to the aggregate purchase price for the Automatic Exercise Shares shall be deemed to have concurrently passed to the Company in consideration of such issuance of the Automatic Exercise Sharessatisfied.