Common use of Option Closing Clause in Contracts

Option Closing. Pursuant to the terms of the 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 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 Placement Agent. The Option, if exercised, shall be exercised by written notice (the “Option Notice”) being given to the Company and the Placement Agent by the Purchaser setting forth the number of shares of Option Stock and Option Warrants to be purchased by such Purchaser. The completion of the purchase and sale of Option Securities (an “Option Closing”) will occur at a place and time (each, an “Option Closing Date,” and together with the First Closing Date, the “Closing Dates”) to be specified by the Company and 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 Company will cause the transfer agent for the Securities to deliver to the Purchaser the number of shares of Option Stock and Option Warrants as set forth in 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, in the name of a nominee designated by the Purchaser.

Option Closing. Pursuant to the terms of the Subscription Agreements, each Purchaser shall have the option (the “Option”"OPTION") to purchase the number of shares of Option Optional Stock and Option Warrants set forth on the signature page to such Purchaser’s Subscription Agreement under the headings “Option Shares” and “Option Warrants,”,” respectivelytherein. The Option may be exercised as to all or any part of the Option Securities Optional Stock at any time, and from time to time, during not more than sixty (60) days subsequent to the period beginning on the day after the First Closing Date (or, if date of 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”)Purchaser's Subscription Agreement. No Option Securities Optional Stock shall be sold and delivered to any Purchaser unless the Firm Stock purchased by such Purchaser purchases the Firm Securities at the First ClosingClosing shall have been sold and delivered. The right to purchase the Option Securities Optional Stock 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 Placement AgentCompany. The Option, if exercised, shall be exercised by written notice (the “Option Notice”"OPTION NOTICE") being given to the Company and the Placement Agent by the Purchaser setting forth the number of shares of Option Optional Stock and Option Warrants to be purchased by such Purchaser. The completion of the purchase and sale of Option Securities Optional Stock (an “Option Closing”"OPTION CLOSING") will occur at a place and time (each, an “Option Closing Date,” "OPTION CLOSING DATE", and together with the First Closing Date, the “Closing Dates”"CLOSING DATES") to be specified by the Company and 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 business days nor later than five (5) Business Days business days after written notice is given. At an Option Closing, the Company will cause the transfer agent for the Securities Stock to deliver to the Purchaser by means of electronic book-entry the number of shares of Option Optional Stock and Option Warrants as set forth in the Option Notice registered in the name of the Purchaser or, if so indicated on the Investor Stock Certificate Questionnaire attached as Exhibit A to the Subscription Agreement, in the name of a nominee designated by the Purchaser.

Option Closing. Pursuant In order to exercise the terms option, Buyer will give Seller written notice of the 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,”,” respectivelyits exercise. The closing ("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 Date (or, if such day is not a Business Day, the next Business DayClosing") 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 Placement Agent. The Option, if exercised, shall be exercised by written notice (the “Option Notice”) being given to the Company and the Placement Agent by the Purchaser setting forth the number of shares of Option Stock and Option Warrants to be purchased by such Purchaser. The completion of the purchase under the option shall occur 10 business days thereafter, and sale of Option Securities (an “Option Closing”) will occur at a place and time (each, an “the Option Closing Date,” 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 together with transferring the First Closing Date, Option Assets to Buyer. The price payable at the “Closing Dates”) to be specified by the Company and 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 $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 Days nor later than five (5) Business Days after written business day's notice is givenof 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 an the Option Closing, Buyer and Seller will execute and deliver certificates through which Seller makes the Company will cause representations and warranties contained in Article 4.01 and Article 5, and Buyer makes the transfer agent 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 Securities to deliver proper construction of these provisions with regard to the Purchaser Option Closing; provided, however, with regard to the number of shares of Option Stock closing and Option Warrants as set forth 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 Notice registered in the name of the Purchaser or, if so indicated on the Investor Questionnaire attached as Exhibit A to the Subscription Agreement, in the name of a nominee designated by the PurchaserClosing.

Option Closing. Pursuant to the terms of the Subscription Agreements, each Purchaser shall have the option (the “Option”"OPTION") to purchase the number of shares of Option Optional Stock and Option Warrants set forth on the signature page to such Purchaser’s Subscription Agreement under the headings “Option Shares” and “Option Warrants,”,” respectivelytherein. The Option may be exercised as to all or any part of the Option Securities Optional Stock at any time, and from time to time, during the period beginning on the day after the First Closing Date (or, if such day is not a Business Day, the next Business Day) and ending on the day which is more than ninety (90) Business Days after days subsequent to the First Closing Date (or, if date of such day is not a Business Day, the next Business Day) (the “Option Period”)Purchaser's Subscription Agreement. No Option Securities Optional Stock shall be sold and delivered to any Purchaser unless the Firm Stock purchased by such Purchaser purchases the Firm Securities at the First ClosingClosing shall have been sold and delivered. The right to purchase the Option Securities Optional Stock 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 Placement AgentCompany. The Option, if exercised, shall be exercised by written notice (the “Option Notice”"OPTION NOTICE") being given to the Company and the Placement Agent by the Purchaser setting forth the number of shares of Option Optional Stock and Option Warrants to be purchased by such Purchaser. The completion of the purchase and sale of Option Securities Optional Stock (an “Option Closing”"OPTION CLOSING") will occur at a place and time (each, an “Option Closing Date,” "OPTION CLOSING DATE", and together with the First Closing Date, the “Closing Dates”"CLOSING DATES") to be specified by the Company and 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 business days nor later than five (5) Business Days business days after written notice is given. At an Option Closing, the Company will cause the transfer agent for the Securities Stock to deliver to the Purchaser the number of shares of Option Optional Stock and Option Warrants as set forth in the Option Notice registered in the name of the Purchaser or, if so indicated on the Investor Stock Certificate Questionnaire attached as Exhibit A to the Subscription Agreement, in the name of a nominee designated by the Purchaser.

Option Closing. Pursuant (A) 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 set forth herein, the Company agrees to sell to the several Underwriters, and each of the Subscription AgreementsUnderwriters agrees, each Purchaser shall have the option (the “Option”) severally and not jointly, to purchase on each Option Closing Date the number of shares of shares of Option Stock Securities specified in the Option Notice, and the Company agrees to issue to the Representative on each Option Warrants set forth on the signature page Closing Date a Representative’s Warrant exercisable for an aggregate number of Offered Securities equal to such Purchaser’s Subscription Agreement under the headings “Option Shares” three and “Option Warrants,”,” respectively. The Option may be exercised as to all or any part one-half percent (3.5%) of the Option Securities offered at any time, and from time to time, during the period beginning on the day after the First each Option Closing 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 PeriodClosing Representative’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 and or delivered unless the Purchaser purchases the Firm Securities at the First Closingpreviously 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 during the Option Period upon notice by a Purchaser the Representative to the Company Company. (B) Each time for the delivery of and payment for the Placement Agent. The OptionOption Securities, if exercised, shall be exercised by written notice (the “Option Notice”) being given herein referred to the Company and the Placement Agent by the Purchaser setting forth the number of shares of Option Stock and Option Warrants to be purchased by such Purchaser. The completion of the purchase and sale of Option Securities (an “Option Closing”) will occur at a place and time (each, as an “Option Closing Date,” and together with ”, which may be the First Closing Date (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 Dates”) Date to be specified or as instructed by the Company 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 Placement AgentCompany will deliver the Option Closing Representative’s Warrant to the Representative and the other items required pursuant to Section 6 on each Option Closing Date (“Option Closing”). Upon satisfaction of the covenants and conditions set forth in this Agreement, and of which such Purchaser will be notified in advance by the Placement Agent. Each each Option Closing shall in no event occur at the offices of ▇▇▇▇ Capital Partners, LLC, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other location as may be earlier than two (2) Business Days nor later than five (5) Business Days after written notice is given. At an mutually acceptable, or by remote electronic exchange, at 6:00 a.m. Pacific Time, on each Option Closing, the Company will cause the transfer agent for the Securities to deliver to the Purchaser the number of shares of Option Stock and Option Warrants as set forth in 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, in the name of a nominee designated by the PurchaserClosing Date.

Option Closing. Pursuant (a) If the Underwriters elect to exercise the terms Option, the Lead Underwriter, on its own behalf and on behalf of the 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 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 Placement Agent. The Option, if exercisedUnderwriters, shall be exercised by provide written notice (the “Option Exercise Notice”) being given to the Company and at any time prior to the Placement Agent by 30th day after the Purchaser setting forth Closing Date, which Exercise Notice shall specify the number of shares of Option Stock and Option Warrants Additional Common Shares to be purchased by the Underwriters and the date on which such PurchaserAdditional Common Shares are to be purchased (the “Option Closing Date”). Pursuant to the Exercise Notice, the Underwriters shall severally, and not jointly, nor jointly and severally, purchase in their respective percentages set out in Section 14 below, and the Company shall deliver and sell, the number of Additional Common Shares indicated in such notice, in accordance with the provisions of this Agreement. (b) The Exercise Notice shall be at least two Business Days, but not more than five Business Days, prior to the Option Closing Date, and in any event not later than the 30th day following the Closing Date. The completion of the purchase and sale of Option Securities the Additional Common Shares issuable under the Option, if required, shall be completed at 5:00 a.m. (an “Option Closing”Vancouver time) will occur at a place and time (each, an “on the Option Closing Date,” Date at such place as the Underwriters and together with the First Closing DateCompany may agree. (c) At the closing of the Option, subject to the terms and conditions contained in this Agreement, the “Closing Dates”) Company shall deliver to be specified the Underwriters the Additional Common Shares issuable pursuant to the exercise of the Option, in electronic or certificated form, registered as directed by the Underwriters, 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 Placement Agentprovisions 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, and of consolidate, reclassify or otherwise change its Common Shares during the period in which such Purchaser the Option is exercisable, appropriate adjustments 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 Company will cause the transfer agent for the Securities to deliver made to the Purchaser Offering Price and to the number of shares of Option Stock and Option Warrants as set forth in Additional Common Shares issuable on exercise thereof such that the Option Notice registered in Underwriters are entitled to arrange for the name sale of the Purchaser orsame number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Option immediately prior to such subdivision, if so indicated on the Investor Questionnaire attached as Exhibit A to the Subscription Agreementconsolidation, in the name of a nominee designated by the Purchaserreclassification or change.

Option Closing. Pursuant (A) 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 set forth herein, the Company agrees to sell to the several Underwriters, and each of the Subscription AgreementsUnderwriters agrees, each Purchaser shall have the option (the “Option”) severally and not jointly, to purchase on each Option Closing Date the number of shares of shares of Option Stock Securities specified in the Option Notice, and the Company agrees to issue to the Representative on each Option Warrants set forth on the signature page Closing Date a Representative’s Warrant exercisable for an aggregate number of Offered Securities equal to such Purchaser’s Subscription Agreement under the headings “Option Shares” two and “Option Warrants,”,” respectively. The Option may be exercised as to all or any part one-half percent (2.5%) of the Option Securities offered at any time, and from time to time, during the period beginning on the day after the First each Option Closing 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 PeriodClosing Representative’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 and or delivered unless the Purchaser purchases the Firm Securities at the First Closingpreviously 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 during the Option Period upon notice by a Purchaser the Representative to the Company Company. (B) Each time for the delivery of and payment for the Placement Agent. The OptionOption Securities, if exercised, shall be exercised by written notice (the “Option Notice”) being given herein referred to the Company and the Placement Agent by the Purchaser setting forth the number of shares of Option Stock and Option Warrants to be purchased by such Purchaser. The completion of the purchase and sale of Option Securities (an “Option Closing”) will occur at a place and time (each, as an “Option Closing Date,” and together with ”, which may be the First Closing Date (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 Dates”) Date to be specified or as instructed by the Company 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 Placement AgentCompany will deliver the Option Closing Representative’s Warrant to the Representative and the other items required pursuant to Section 6 on each Option Closing Date (“Option Closing”). Upon satisfaction of the covenants and conditions set forth in this Agreement, and of which such Purchaser will be notified in advance by the Placement Agent. Each each Option Closing shall in no event occur at the offices of ▇▇▇▇ Capital Partners, LLC, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other location as may be earlier than two (2) Business Days nor later than five (5) Business Days after written notice is given. At an mutually acceptable, or by remote electronic exchange, at 6:00 a.m. Pacific Time, on each Option Closing, the Company will cause the transfer agent for the Securities to deliver to the Purchaser the number of shares of Option Stock and Option Warrants as set forth in 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, in the name of a nominee designated by the PurchaserClosing Date.