OBLIGATED TO ENTER INTO THE TRANSACTIONS TO BE
CONSUMMATED HEREUNDER AT THE OPTION CLOSING, SUBJECT TO THE PROVISIONS OF
SECTIONS 9 AND 10 HEREOF, AND SECTION 4(B) BELOW.
(B)
OPTION HOLDER MAY WITHDRAW ANY EXERCISE NOTICE PRIOR TO THE OPTION
CLOSING BY WRITTEN NOTICE TO GRANTOR OF SUCH WITHDRAWAL. NO SUCH WITHDRAWAL (AND
NO WITHDRAWAL OF ANY SUBSEQUENT EXERCISE NOTICE) WILL AFFECT OPTION HOLDER'S
RIGHT SUBSEQUENTLY TO EXERCISE THE OPTION BY DELIVERING TO GRANTOR DURING THE
OPTION PERIOD ONE OR MORE OTHER EXERCISE NOTICES.
5.
PURCHASE OF SUBJECT SHARES OR ASSETS.
(A)
PURCHASE PRICE. AT THE OPTION CLOSING, AND PURSUANT TO THE TERMS
AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS AGREEMENT, OPTION HOLDER SHALL
PAY TO GRANTOR AN AMOUNT EQUAL TO THE CASH PURCHASE PRICE BY FEDERAL WIRE
TRANSFER OF SAME-DAY FUNDS PURSUANT TO WIRE INSTRUCTIONS DELIVERED TO OPTION
HOLDER BY GRANTOR AT LEAST TWO BUSINESS DAYS PRIOR TO THE CLOSING DATE (OR SUCH
OTHER METHOD OF FUNDS TRANSFER AS MAY BE AGREED UPON BY OPTION HOLDER AND
GRANTOR). THE "CASH PURCHASE PRICE" SHALL BE (I) IN THE EVENT OPTION HOLDER
EXERCISES THE OPTION WITH RESPECT TO THE ASSETS, AN AMOUNT EQUAL TO THE SUM OF
(X) THE BASE VALUE (AS DEFINED IN SCHEDULE 5(A) HERETO) AND (Y) THE ESCALATION
AMOUNT (AS DEFINED AND CALCULATED PURSUANT TO SCHEDULE 5(A) HERETO), OR (II) IN
THE EVENT OPTION HOLDER EXERCISES THE OPTION WITH RESPECT TO THE SUBJECT SHARES,
AN AMOUNT EQUAL TO (A) THE SUM OF (X) THE BASE VALUE AND (Y) THE ESCALATION
AMOUNT LESS (B) OUTSTANDING DEBT (AS DEFINED IN SCHEDULE 5(A) HERETO).
(B)
PURCHASE OF SUBJECT SHARES. SUBJECT TO SECTION 4(B), UPON THE
EXERCISE OF THE OPTION WITH RESPECT TO THE SUBJECT SHARES, GRANTOR SHALL, ON THE
CLOSING DATE, DELIVER ANY AND ALL STOCK CERTIFICATES REPRESENTING THE SUBJECT
SHARES, DULY ENDORSED FOR TRANSFER TO OPTION HOLDER, TOGETHER WITH APPROPRIATE
STOCK POWERS DULY ENDORSED FOR TRANSFER TO OPTION HOLDER.
(C)
PURCHASE OF ASSETS.
(i)
Transfer of Assets. Subject to Section 4(b), upon the exercise of
the Option with respect to the Assets, Grantor and the Company shall, on the
Closing Date, sell, assign, transfer, convey and deliver to Option Holder all
right, title and interest of Grantor and the Company in and to the Assets free
and clear of liens, claims and encumbrances ("Liens"), except for Assumed
Obligations, liens for taxes not yet due and payable and any other liens
expressly identified and agreed to by the parties in writing (collectively,
"Permitted Liens").
(ii)
Excluded Assets. Except for those assets specifically identified
in Section 1, the Assets shall not include any other assets, properties,
interests or rights of any kind or description (the "Excluded Assets"). The
Excluded Assets shall remain the property of Grantor or the Company, as the case
may be.
3
(iii)
Assumption of Obligations. On the Closing Date, Option Holder
shall assume and undertake to pay, discharge and perform all obligations of
Grantor or the Company, as the case may be, as the holder