Common use of Buy/Sell Option Clause in Contracts

Buy/Sell Option. (a) In the event of a Deadlock at any time during the term of the Partnership, either Partner may exercise a "buy-sell" right (the "Buy-Sell") as follows: either Partner (the "Offeror") exercising such Buy-Sell (A) shall deliver to the other Partner (the "Offeree") a written notice (the "Buy/Sell Offer") stating the Offeror's exercise of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror may have had with respect to the sale of the Partnership Interest and the Business, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale) that the Offeror would be willing to pay to the Partnership in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the Buy/Sell Offer, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit to the purchase price as of the Buy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(g), or (ii) in the event the Offeree elects to purchase the Offeror's Partnership Interest, disburse such Offer Deposit in accordance with Section 7.3(e). (b) The notice transmitting the Buy/Sell Offer shall be deemed to constitute an offer by the Offeror to purchase the Offeree's Partnership Interest for a price equal to the Receipt Amount. "Receipt Amount" shall mean the aggregate amount which the Partner whose Partnership Interest is to be transferred, whether Offeror or Offeree, would receive as a Partnership distribution if (i) the Business were sold for cash for the Offer Amount, (ii) all debts and liabilities of the Partnership but without taking into account any deemed or imputed expenses which would occur for the sale to third parties (e.g. imputed brokerage fees, etc.) were paid in full from such proceeds and (iii) prorations were made with respect to all current assets and current liabilities of the Partnership.

Buy/Sell Option. (a) In If by the event of a Deadlock at any time during the term end of the Partnership, either Partner may exercise Deadlock Mediation Period the Members have been unable to reach a "buymutually satisfactory resolution of the Applicable Deadlock Issue because the approval of one Member (or such Manager(s) designated by such Member) holding at least twenty-sell" right eight percent (28%) of the Membership Units does not approve the proposed resolution relating to the Applicable Deadlock Issue (the "Buy-Sell") as follows: either Partner “Initiating Member”), then commencing on the first Business Day following the expiration of the Deadlock Mediation Period (the "Offeror"“Termination Date”), the Initiating Member shall be required to: (i) exercising such Buy-Sell (A) shall deliver to the other Partner (the "Offeree") a written notice (the "Buy/Sell Offer"“Offer Notice”) stating the Offeror's exercise of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror may have had with respect to the sale of other Members (the Partnership Interest and the Business, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale“Deciding Members”) specifying in such notice that the Offeror would be willing Initiating Member offers to pay sell all, but not less than all, of its Membership Units in the Company to the Partnership Deciding Members on a pro rata basis upon the terms and conditions specified in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the Buy/Sell Offer, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit reasonable detail in the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereofNotice, apply such Offer Deposit to the purchase price as of the Buy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(g), or (ii) in the event the Offeree elects to purchase the Offeror's Partnership Interest, disburse such Offer Deposit in accordance with Section 7.3(e). (b) The notice transmitting the Buy/Sell Offer shall be deemed to constitute an offer by the Offeror to purchase the Offeree's Partnership Interest for at a price equal to the Receipt Amount. "Receipt Amount" shall mean greater of the aggregate Fair Market Value of the Membership Units as hereinafter determined, or an amount which equal to the Partner whose Partnership Interest is to be transferred, whether Offeror or Offeree, would receive as full return such Member’s Capital Account plus a Partnership distribution if (i) 5% per annum return compounded annually the Business were sold for cash for the Offer Amount, “Sale Price”); (ii) all debts and liabilities upon receipt of an Offer Notice, the Members shall promptly determine, per Exhibit B, the Fair Market Value of the Partnership but without taking into account any deemed or imputed expenses which would occur for the sale to third parties (e.g. imputed brokerage fees, etc.) were paid in full from such proceeds and Membership Units; and (iii) prorations were made with respect to all current assets and current liabilities each Deciding Member shall have ten (10) Business Days after receipt of the Partnershipfinal Sale Price to deliver a written notice (the “Response Notice”) to the Initiating Member, which notice shall indicate that such Deciding Member agrees to buy its pro rata portion of the Membership Units from the Initiating Member, within thirty (30) days of the Initiating Member’s receipt of the Response Notice, at the Sale Price and upon the terms and conditions specified in the Offer Notice. Provided that all Deciding Members have delivered a Response Notice (or a single Deciding Member delivers a Response Notice, after otherwise agreeing with the other Deciding Members, to buy 100% of the Initiating Member’s Membership Units), the Initiating Member shall sell, and such Deciding Member(s) shall purchase, all but not less than all of the Initiating Member’s Membership Units, within thirty (30) days of the Initiating Member’s receipt of the Response Notice, at the Sale Price and upon the terms and conditions specified in the Offer Notice.

Buy/Sell Option. (a) In At the event of a Deadlock fifteenth and at any time during the term each succeeding anniversary of the Partnershipdate hereof, either Partner if at such times this Agreement remains in force, each of the Shareholder and the Company may exercise a "buy-sell" right at its option (the "Buy-Sell/Sell Option") as follows: either Partner (the "Offeror") exercising such Buy-Sell (A) shall deliver to the other Partner (the "Offeree") a written provide notice (the "Buy/Sell OfferNotice") stating to the Offeror's exercise other party of a price (the "Buy/Sell Price") at which such right and setting forth notifying party intends in good faith either to sell to the receiving party all, but not less than all, of the Securities Beneficially Owned by the notifying party or to buy from the receiving party all, but not less than all, of the Securities Beneficially Owned by the receiving party; provided, however, that the Buy/Sell Price shall apply equally to shares of Convertible Preferred Stock and shares of Common Stock and provided, further, that all references in this Section 3.6 to Securities Beneficially Owned by the Company shall be deemed to refer only to outstanding Securities Beneficially Owned by shareholders of the Company other than the Shareholder Group. (b) Upon receipt by the Shareholder of a Buy/Sell Notice from the Company, the Shareholder Group shall have ninety (90) days (the "Shareholder Decision Period") within which either to (i) agree to sell for cash all, but not less than all, of the Securities Beneficially Owned by the Shareholder Group to the Company at the Buy/Sell Price or (ii) make a bona fide Clearly Credible Tender Offer (a "Buyout Tender Offer") at the Buy/Sell Price for any and all Securities Beneficially Owned by the Company, which Buyout Tender Offer the Company hereby agrees not to oppose. A non-waivable condition to the consummation of the Buyout Tender Offer shall be the valid tender into such offer, on or prior to the 20th day following the receipt of all regulatory approvals required for the consummation of such offer, of Voting Securities representing in the aggregate two-thirds (2/3) of the Voting Power represented by all Voting Securities held by shareholders of the Company other than the Shareholder Group. (i) Upon receipt by the Company of a description Buy/Sell Notice from the Shareholder, the Company shall have ninety (90) days (the "Company Decision Period") within which to (A) agree to purchase for cash all but not less than all of any negotiations the Securities Beneficially Owned by the Shareholder Group at the Buy/Sell Price or discussions with third parties that Offeror may have had (B) agree to seek an opinion from an independent, internationally recognized investment banking firm relating to the fairness to the Company's shareholders of the Offer Price in the Buyout Tender Offer with respect to the sale acquisition by the Shareholder of all Securities Beneficially Owned by the Partnership Interest and Company at the Business, which Buy/Sell Offer Price. (ii) If the Company shall represent not agree to repurchase the dollar amount Voting Securities Beneficially Owned by the Shareholder Group pursuant to Section 3.6(c)(i) above, the Company shall have the right, within ninety (without reduction for 90) days following the end of the Company Decision Period, to obtain the fairness opinion and execute a merger agreement between the Company and any deemed member of the Shareholder Group pursuant to which the Shareholder or imputed expenses a Shareholder Affiliate shall acquire Beneficial Ownership of sale) that all remaining Securities at the Offeror would be willing to pay Buy/Sell Price. The terms of such merger agreement shall include customary provisions regarding the non- solicitation of alternative transactions by the Company and the recommendation of the Merger to the Partnership Company's shareholders, if required. (iii) If the Company fails to satisfy the condition pursuant to Section 3.6(c)(ii) above by the end of such ninety (90) day period, or if the Company cannot obtain a fairness opinion by the end of such ninety (90) day period, this Agreement shall immediately terminate. (d) If the Shareholder and the Company each provide a Buy/Sell Notice to the other party on the same day, the Buy/Sell Notice containing the higher valued Buy/Sell Price shall be the effective and controlling Buy/Sell Notice. In the event that (i) the Buy/Sell Price set forth in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery either or both of the Buy/Sell OfferNotices consists of consideration other than cash, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by and (ii) the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects parties are unable to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit reach agreement as to the purchase price as which of the Buy/Sell Closing Date Prices is higher valued for purposes of this subsection (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(gd), or (ii) in the event the Offeree elects an independent, internationally recognized investment banking firm mutually agreeable to purchase the Offeror's Partnership Interest, disburse both parties shall conclusively make such Offer Deposit in accordance with Section 7.3(e)determination. (be) The notice transmitting Any purchase by the Buy/Sell Offer Company of the Shareholder Group's Securities pursuant to this Section shall be deemed to constitute an offer by closed within a period ending ninety (90) days after the Offeror to purchase the Offeree's Partnership Interest for a price equal to the Receipt Amount. "Receipt Amount" shall mean the aggregate amount which the Partner whose Partnership Interest is to be transferred, whether Offeror or Offeree, would receive as a Partnership distribution if (i) the Business were sold for cash for the Offer Amount, (ii) all debts and liabilities end of the Partnership but without taking into account any deemed Shareholder Decision Period or imputed expenses which would occur for the sale to third parties Company Decision Period, as the case may be, or thirty (e.g. imputed brokerage fees30) days after the date of receipt of all necessary regulatory approvals, etcwhichever is later.) were paid in full from such proceeds and (iii) prorations were made with respect to all current assets and current liabilities of the Partnership.

Buy/Sell Option. (a) In At the event of a Deadlock fifteenth and at any time during the term each succeeding anniversary of the Partnershipdate hereof, either Partner if at such times this Agreement remains in force, each of the Shareholder and the Company may exercise a "buy-sell" right at its option (the "Buy-Sell/Sell Option") as follows: either Partner (the "Offeror") exercising such Buy-Sell (A) shall deliver to the other Partner (the "Offeree") a written provide notice (the "Buy/Sell OfferNotice") stating to the Offeror's exercise other party of a price (the "Buy/Sell Price") at which such right and setting forth notifying party intends in good faith either to sell to the receiving party all, but not less than all, of the Securities Beneficially Owned by the notifying party or to buy from the receiving party all, but not less than all, of the Securities Beneficially Owned by the receiving party; provided, however, that the Buy/Sell Price shall apply equally to shares of Convertible Preferred Stock and shares of Common Stock and provided, further, that all references in this Section 3.6 to Securities Beneficially Owned by the Company shall be deemed to refer only to outstanding Securities Beneficially Owned by shareholders of the Company other than the Shareholder Group. (b) Upon receipt by the Shareholder of a Buy/Sell Notice from the Company, the Shareholder Group shall have ninety (90) days (the "Shareholder Decision Period") within which either to (i) agree to sell for cash all, but not less than all, of the Securities Beneficially Owned by the Shareholder Group to the Company at the Buy/Sell Price or (ii) make a bona fide Clearly Credible Tender Offer (a "Buyout Tender Offer") at the Buy/Sell Price for any and all Securities Beneficially Owned by the Company, which Buyout Tender Offer the Company hereby agrees not to oppose. A non-waivable condition to the consummation of the Buyout Tender Offer shall be the valid tender into such offer, on or prior to the 20th day following the receipt of all regulatory approvals required for the consummation of such offer, of Voting Securities representing in the aggregate two-thirds (2/3) of the Voting Power represented by all Voting Securities held by shareholders of the Company other than the Shareholder Group. (i) Upon receipt by the Company of a description Buy/Sell Notice from the Shareholder, the Company shall have ninety (90) days (the "Company Decision Period") within which to (A) agree to purchase for cash all but not less than all of any negotiations the Securities Beneficially Owned by the Shareholder Group at the Buy/Sell Price or discussions with third parties that Offeror may have had (B) agree to seek an opinion from an independent, internationally recognized investment banking firm relating to the fairness to the Company's shareholders of the Offer Price in the Buyout Tender Offer with respect to the sale acquisition by the Shareholder of all Securities Beneficially Owned by the Partnership Interest and Company at the Business, which Buy/Sell Offer Price. (ii) If the Company shall represent not agree to repurchase the dollar amount Voting Securities Beneficially Owned by the Shareholder Group pursuant to Section 3.6(c)(i) above, the Company shall have the right, within ninety (without reduction for 90) days following the end of the Company Decision Period, to obtain the fairness opinion and execute a merger agreement between the Company and any deemed member of the Shareholder Group pursuant to which the Shareholder or imputed expenses a Shareholder Affiliate shall acquire Beneficial Ownership of sale) that all remaining Securities at the Offeror would be willing to pay Buy/Sell Price. The terms of such merger agreement shall include customary provisions regarding the non- solicitation of alternative transactions by the Company and the recommendation of the Merger to the Partnership Company's shareholders, if required. (iii) If the Company fails to satisfy the condition pursuant to Section 3.6(c)(ii) above by the end of such ninety (90) day period, or if the Company cannot obtain a fairness opinion by the end of such ninety (90) day period, this Agreement shall immediately terminate. (d) If the Shareholder and the Company each provide a Buy/Sell Notice to the other party on the same day, the Buy/Sell Notice containing the higher valued Buy/Sell Price shall be the effective and controlling Buy/Sell Notice. In the event that (i) the Buy/Sell Price set forth in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery either or both of the Buy/Sell OfferNotices consists of consideration other than cash, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by and (ii) the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects parties are unable to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit reach agreement as to the purchase price as which of the Buy/Sell Closing Date Prices is higher valued for purposes of this subsection (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(gd), or (ii) in the event the Offeree elects an independent, internationally recognized investment banking firm mutually agreeable to purchase the Offeror's Partnership Interest, disburse both parties shall conclusively make such Offer Deposit in accordance with Section 7.3(e)determination. (be) The notice transmitting Any purchase by the Buy/Sell Offer Company of the Shareholder Group's Securities pursuant to this Section shall be deemed to constitute an offer by closed within a period ending ninety (90) days after the Offeror to purchase the Offeree's Partnership Interest for a price equal to the Receipt Amount. "Receipt Amount" shall mean the aggregate amount which the Partner whose Partnership Interest is to be transferred, whether Offeror or Offeree, would receive as a Partnership distribution if (i) the Business were sold for cash for the Offer Amount, (ii) all debts and liabilities end of the Partnership but without taking into account any deemed Shareholder Decision Period or imputed expenses which would occur for the sale to third parties Company Decision Period, as the case may be, or thirty (e.g. imputed brokerage fees30) days after the date of receipt of all -18- 21 necessary regulatory approvals, etcwhichever is later.) were paid in full from such proceeds and (iii) prorations were made with respect to all current assets and current liabilities of the Partnership.

Buy/Sell Option. (a) In At any time from and after the event of a Deadlock date hereof, with --------------- respect to City Group Owners other than the Orlando, Florida City Group Owner, and at any time during after the term third (3/rd/) anniversary of the Partnershipclosing under the Acquisition Agreement, either Partner may exercise a "buy-sell" right (the "Buy-Sell") as follows: either Partner (the "Offeror") exercising such Buy-Sell (A) shall deliver to the other Partner (the "Offeree") a written notice (the "Buy/Sell Offer") stating the Offeror's exercise of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror may have had with respect to the sale Orlando, Florida City Group Owner, either HIW or MG may institute the following reciprocal redemption procedure (hereinafter referred to as the "Redemption Procedure") by giving a Notice (hereinafter referred to as the "Redemption Notice") to the other party. The party giving a Redemption Notice shall be referred to hereinafter in this Article 16 as the "Offeror" and the party receiving such notice shall be referred to hereinafter as the "Offeree." It is mutually acknowledged and agreed that each of the Partnership Interest City Groups is owned by a separate City Group Owner, and that all of the Businessownership interests in each City Group Owner are owned by the Company. Thus, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale) it is mutually agreed and understood that the Offeror would Redemption Procedure may be willing exercised as to pay to the Partnership in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery all of the Buy/Sell Offerownership interests in any one (1) City Group Owner, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit in the amount simultaneously as to all of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either ownership interests in more than one (i1) in the event the Offeree elects City Group Owner, or simultaneously as to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit to the purchase price as all of the Buy/Sell Closing Date ownership interests in all of the City Group Owners; provided, -------- however, that if all of the ownership interests in more than one (1) City Group ------- Owner are the subject of any Redemption Notice hereunder, the Redemption Notice must state separate Redemption Values (as hereinafter defined) for all of the ownership interests in each City Group Owner, and the Notice of Election (as hereinafter defined) must make separate elections to buy or sell all of the ownership interests in each City Group Owner being offered. Notwithstanding the fact that the Company owns all of the ownership interests in each City Group Owner, and thus, no Member has a direct ownership interest in a City Group Owner, the Redemption Procedure may be exercised hereunder as if each Member owned each City Group Owner in proportion to its Sharing Ratio, and upon the Redemption Closing Date for the sale of all of the ownership interests in any City Group Owner, the Manager, on behalf of the Company, shall transfer all of the ownership interests in such City Group Owner to the "Continuing Party" (as hereinafter defined), and the economic consequences of any such transfer shall be governed by Section 16.3 hereof. To be effective, the Redemption Notice shall be in writing and shall state therein, separately, the gross amount in U.S. cash (hereinafter referred to as the "Redemption Value"), as determined in the sole and absolute discretion of the Offeror, for all of the ownership interests of each City Group Owner being offered in the Redemption Notice, for use in determining Redemption Prices pursuant to Section 16.3 hereof. It is mutually agreed and understood that, in arriving at the Redemption Value, each Member should value each City Group Owner without deduction for existing mortgage indebtedness, any other liabilities of the City Group Owner or such City Group Owner's allocable share of all other liabilities of the Company, all of which shall hereafter be deducted from the Redemption Value in determining the Redemption Price (as hereinafter defined). The Redemption Notice shall constitute an irrevocable offer by the Offeror fails either to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(g), or (iia) in the event the Offeree elects to purchase sell the Offeror's Partnership InterestCity Group Interest (which, disburse such Offer Deposit in accordance with Section 7.3(e). (b) The notice transmitting the Buy/Sell Offer for purposes of this Article 16, shall be deemed to constitute an offer by be the Offeror's imputed ownership interest in each City Group Owner, based upon its Sharing Ratio) in each City Group Owner which is included in the Redemption Notice for the Redemption Price (as hereinafter defined) for each such City Group Owner, or (b) buy the Offeree's City Group Interest (which, for purposes of this Article 16, shall be deemed to be the Offeree's imputed ownership interest in each City Group Owner, based upon its Sharing Ratio) in each City Group Owner which is included in the Redemption Notice for the Redemption Price (as hereinafter defined). It is mutually acknowledged and agreed that, in responding to any Redemption Notice hereunder, the Offeree is entitled to make a separate election to buy the Offeror's City Group Interest or to sell the Offeree's City Group Interest in each City Group Owner which is the subject of a Redemption Notice, with the result that each of the Offeror and the Offeree may ultimately acquire certain City Group Owners pursuant to such Redemption Notice. Thus, by way of example, if the Offeror gives a Redemption Notice for all four (4) City Group Owners, the Offeree may elect to buy the Offeror's City Group Interest one (1), two (2), three (3) or four (4) City Group Owners, with the Offeror then obligated to purchase the Offeree's Partnership City Group Interest for in as many City Group Owners as the Offeree does not elect to so purchase. In the event that all of the ownership interests in all four (4) City Group Owners are the subject of a price equal to single Redemption Notice hereunder, and either the Receipt Amount. "Receipt Amount" shall mean the aggregate amount which the Partner whose Partnership Interest is to be transferred, whether Offeror or Offereethe Offeree ultimately acquires the ownership interests in all four (4) City Group Owners, would receive as a Partnership distribution if (i) the Business were sold for cash Continuing Party shall be deemed to have acquired the Withdrawing Party's Interest in the Company rather than all of the ownership interests in individual City Group Owners for the Offer Amount, (ii) all debts and liabilities of the Partnership but without taking into account any deemed or imputed expenses which would occur for the sale to third parties (e.g. imputed brokerage fees, etcpurposes hereof.) were paid in full from such proceeds and (iii) prorations were made with respect to all current assets and current liabilities of the Partnership.

Buy/Sell Option. (a) In the event of a Deadlock at At any time during the term of the Partnership, either Partner may exercise a "buy-sell" right (the "Buy-Sell") as follows: either Partner (the "Offeror") exercising such Buy-Sell (A) shall deliver to the other Partner (the "Offeree") a written notice (the "Buy/Sell Offer") stating the Offeror's exercise of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror or its Affiliates may have had with respect to the sale of all or any portion of the Partnership Interest and and/or the Business, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale) that the Offeror would be willing to pay to the Partnership in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the Buy/Sell Offer, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit to the purchase price as of the Buy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(g), or (ii) in the event the Offeree elects to purchase the Offeror's Partnership Interest, disburse such Offer Deposit in accordance with Section 7.3(e). (b) The notice transmitting the Buy/Sell Offer shall be deemed to constitute an offer by the Offeror to purchase the Offeree's Partnership Interest for a price equal to the Receipt Amount. "Receipt Amount" shall mean the aggregate amount which the Partner whose Partnership Interest is to be transferred, whether Offeror or OffereeOfferee (or pursuant to Section 7.3(g), the Buy/Sell Purchaser), would receive as a Partnership distribution if (i) the Business were sold for cash for the Offer Amount, (ii) all debts and liabilities of the Partnership but without taking into account any deemed or imputed expenses which would occur for the sale to third parties (e.g. imputed brokerage fees, etc.) were paid in full from such proceeds in the order of priority further set forth in this Agreement, and (iii) prorations were made with respect to all current assets and current liabilities of the Partnership.

Buy/Sell Option. (a) In the event of a Deadlock at any time during the term of the Partnership, either General Partner may exercise a "buy-sell" right (the "Buy-Sell") as follows: either General Partner (the "Offeror") exercising such Buy-Buy- Sell (A) shall deliver to the other General Partner (the "Offeree") a written notice (the "Buy/Sell Offer") stating the Offeror's exercise of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror may have had with respect to the sale of the Partnership Interest and the Business, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale) that the Offeror would be willing to pay to the Partnership in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the Buy/Sell Offer, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit to the purchase price as of the Buy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(g), or (ii) in the event the Offeree elects to purchase the Offeror's Partnership Interest, disburse such Offer Deposit in accordance with Section 7.3(e). (b) The notice transmitting the Buy/Sell Offer shall be deemed to constitute an offer by the Offeror to purchase the Offeree's Partnership Interest for a price equal to the Receipt Amount. "Receipt Amount" shall mean the aggregate amount which the Partner whose Partnership Interest is to be transferred, whether Offeror or Offeree, would receive as a Partnership distribution if (i) the Business were sold for cash for the Offer Amount, (ii) all debts and liabilities of the Partnership but without taking into account any deemed or imputed expenses which would occur for the sale to third parties (e.g. imputed brokerage fees, etc.) were paid in full from such proceeds and (iii) prorations were made with respect to all current assets and current liabilities of the Partnership.

Buy/Sell Option. (a) In the event that the Management Committee is unable to reach a unanimous decision with respect to any matter set forth in Section 6.2, either of the General Partners (such Partner herein referred to as a Deadlock "Buy-Out Offeror") shall have the right to make a written offer to buy (a "Buy-Out Offer") all (but not less than all) of the Partnership Interests of the other General Partner and its Affiliates. The Buy-Out Offer shall be at any time during a price determined in accordance with the term Appraisal Procedure (the "Aggregate Purchase Price") which shall be payment for all of the assets, liabilities and business of the Partnership, either and the amount to be paid to any selling Partner may exercise under this Section 11.2 shall be equal to the amount such selling Partner would receive if all the assets, liabilities and business of the Partnership were sold at the Aggregate Purchase Price on the date the Buy-Out Offer was made and the Partnership were then immediately dissolved in accordance with Section 10.2. The General Partners hereby agree to use their best efforts to cause the Appraisal Procedure to be completed within ninety (90) days after it has been initiated. The General Partner receiving a "buyBuy-sell" right Out Offer (the a "Buy-SellOut Offeree") shall, within 30 days of the determination of the Aggregate Purchase Price in accordance with the Appraisal Procedure, either (a) accept the Buy-Out Offer on behalf of itself and its Affiliates who own Partnership Interests or (b) agree to purchase all (but not less than all) of the Partnership Interests of the Buy-Out Offeror and its Affiliates upon the foregoing terms and using the same Aggregate Purchase Price as follows: either was determined in accordance with the Appraisal Procedure to determine the amount owing to each selling Partner. The failure of any Partner (the "Offeror") exercising receiving a Buy-Out Offer to respond to such Buy-Sell Out Offer within such 30-day deadline of its receipt thereof, either agreeing to accept such Buy-Out Offer on behalf of itself and its Affiliates or by agreeing to purchase all (Abut not less than all) shall deliver to the other Partner (the "Offeree") a written notice (the "Buy/Sell Offer") stating the Offeror's exercise of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror may have had with respect to the sale of the Partnership Interest and the Business, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale) that the Offeror would be willing to pay to the Partnership in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the Buy/Sell Offer-Out Offeror and its Affiliates on the foregoing terms, shall deliver into escrow with a title insurance company located in Dallas, Texas selected constitute (without any further action by the Offeror (Buy-Out Offeror, the "Escrow Agent"), a good faith deposit in receiving General Partner or any other Partner) an irrevocable acceptance of such Buy-Out Offer by the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects to sell receiving General Partner binding on and enforceable against such General Partner and its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit to the purchase price as of the Buy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(g), or (ii) in the event the Offeree elects to purchase the Offeror's Partnership Interest, disburse such Offer Deposit in accordance with Section 7.3(e)Affiliates. (b) The notice transmitting the Buy/Sell Offer Any purchase of Partnership Interests required pursuant to subsection 11.2(a) shall be deemed to constitute an offer made through the redemption of such Partnership Interests by the Offeror Partnership; provided, however, that if such redemption is prohibited by the Project Loan Documents, such purchase shall be made directly by the purchasing General Partner. The closing date for any such purchase shall be on the date set by the purchasing General Partner which may be at any time within 180 days of the acceptance of a Buy-Out Offer or agreement to purchase, as the case may be. In the event the purchasing General Partner does not close the purchase within such 180-day period, then the purchasing General Partner's right to purchase Partnership Interests under Section 11.2(a) shall at the close of business on such 180th day terminate and the other General Partner shall thereafter have the right to purchase the Offeree's Partnership Interest for Interests of the purchasing General Partner and its Affiliates at a price equal determined by using the same Aggregate Purchase Price and such other General Partner shall have 180 days immediately following the expiration of the initial 180 day period in which to the Receipt Amountclose such purchase. "Receipt Amount" shall mean the aggregate amount which the Partner whose Partnership Interest is The price to be transferred, whether Offeror or Offeree, would receive as a Partnership distribution if (i) paid to each selling Partner shall be paid by the Business were sold for cash for purchasing General Partner in immediately available funds at the Offer Amount, (ii) all debts and liabilities of the Partnership but without taking into account any deemed or imputed expenses which would occur for the sale to third parties (e.g. imputed brokerage fees, etcclosing.) were paid in full from such proceeds and (iii) prorations were made with respect to all current assets and current liabilities of the Partnership.

Buy/Sell Option. (a) In the event of a Deadlock <PAGE> 4 Any Shareholder, hereinafter "Offeror," may at any time during the term of the Partnership, either Partner may exercise make a "buy-/sell offer" to any or all the other Shareholders, hereinafter "Offeree(s)." As used herein, the term "buy/sell" right shall mean a written offer to buy or sell stock of the Corporation at a specified price per share and upon specified terms of payment (the "Buy-Sell"including down payment, term, interest). The Offeree(s) as follows: either Partner a whole or partial group may, within the time specified in the offer (which time shall be at least twenty (20) days from the date of the receipt of such written offer, the " Election Period"Offeror") exercising such Buy-Sell (A) shall deliver ), elect by written notice to the other Partner (Offeror to regard the "Offeree") a written notice (the "Buy/Sell Offer") stating the Offeror's exercise of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror may have had with respect offer as an offer to the sale of the Partnership Interest and the Business, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale) that the Offeror would be willing to pay to the Partnership in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the Buy/Sell Offer, shall deliver into escrow with a title insurance company located in Dallas, Texas selected sell by the Offeror and elect to purchase all or part of the stock of the Offeror upon the price per share and terms specified, each Offeree purchasing his proportionate share (based on the ratio of his stockholdings to the stockholdings of all the other electing Offeree(s)); provided, that, if a partial election is made, it must be made, if at all, as to a minimum number of shares of said stock owned by the Offeror equal to the number of shares owned by the Offeree(s) immediately prior to the offer (herein "Escrow AgentMinimum Offer"). If the election to purchase is exercised by the Offeree(s), a good faith deposit in the amount closing thereof shall be no later than thirty (30) days after the written notice to exercise purchase is given to the Offeror. If the Offeree(s) shall make no such election to purchase prior to the expiration of the Offer Deposit. The Offeror hereby instructs aforementioned Election Period or shall earlier expressly waive their right to regard the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects offer as an offer to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit to the purchase price as of the Buy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(g), or (ii) in the event the Offeree elects to purchase by the Offeror's Partnership Interest, disburse such Offer Deposit in accordance with Section 7.3(e). (b) The notice transmitting the Buy/Sell Offer each Offeree shall be deemed to constitute an have sold and the Offeror shall be deemed to have purchased upon the price and terms contained in the buy/sell offer a proportionate share (based on the ratio of each Offeree's stockholdings to the stockholdings of all the Offerees) of stock of each Offeree such that the aggregate purchase by the Offeror shall equal the lesser of all of the shares owned immediately prior by the Offeror or Offerees. In such event, the closing thereof shall be no later than thirty (30) days after the date of the deemed purchase. An Offeror cannot offer to purchase buy or sell more shares of stock of the Offeree's Partnership Interest for a price equal Corporation than he owns immediately prior to the Receipt Amountoffer. Notwithstanding anything herein to the contrary, no Shareholder shall be permitted to make a "Receipt Amountbuy/sell offer" shall mean more than once in any twelve (12) month period without the aggregate amount which the Partner whose Partnership Interest is to be transferred, whether Offeror or Offeree, would receive as a Partnership distribution if (i) the Business were sold for cash for the Offer Amount, (ii) consent of all debts and liabilities Shareholders of the Partnership but without taking into account any deemed or imputed expenses which would occur for the sale to third parties (e.g. imputed brokerage fees, etcCorporation.) were paid in full from such proceeds and (iii) prorations were made with respect to all current assets and current liabilities of the Partnership.

Buy/Sell Option. If a Buy-sell Option Trigger Event occurs at any time within the period of thirty (30) months from the Scheme Completion Time, the Key Executive Parties may, subject to clause 12.4 (General terms of the Buy-sell Option), within six (6) months from the Reference Date of that Buy-sell Option Trigger Event (the “Buy- sell Option Period”), and on not less than ten (10) Business Days’ notice of their intention to do so, propose a price per Share in their absolute discretion by notifying such price to the Company and the Investor Shareholders (the “Buy-sell Option Price”), after which the Company (acting through the Board but with no ability for the directors and/or observers nominated or co-nominated by the Key Executives Parties to attend the relevant Board meeting(s), vote, or in any other way participate in the adoption of any Board decisions relating the Buy-sell Option) can elect to purchase all but not part of the Shares held by the Key Executive Parties at the Buy-sell Option Price. The Key Executive Parties’ notice of exercise of the Buy-sell Option shall be deemed irrevocable and only subject to the conditions in clause 12.4 (General terms of the Buy-sell Option). If the Key Executive Parties have not proposed a Buy-sell Option Price at the end of any ten (10) Business Days period of notice (subject to a seven (7) Business Days grace period), the Key Executive Parties shall be obliged to give a fresh ten (10) Business Days period of notice of their intention to propose a Buy-sell Option Price if they intend to subsequently do so within the Buy-sell Option Period. The Company shall make that election within thirty five (35) Business Days of being notified of the Buy-sell Option Price by delivering to the Key Executive Parties and the Investor Shareholders an irrevocable and binding notice of its intention to decline or accept the offer to purchase the relevant Shares at the Buy- sell Option Price, after which, if the Company accepts the offer, it shall have seven (7) Business Days to complete the purchase. If the Company declines or is unable to complete the purchase all the Shares of the Key Executive Parties within the period referred to in the preceding paragraph, (a) the First Investor Shareholder, and (b) any other Investor Shareholder that held over 5% of the Shares in the Company at the Scheme Completion Time and continues to hold over 5% of the Shares in the Company upon the Reference Date of the relevant Buy-sell Option Trigger Event (together, the “Qualifying Investor Shareholders”) can each elect to purchase all the Shares of the Key Executives Parties at the Buy-sell Option Price. In the event of a Deadlock at any time during that more than one (1) Qualifying Investor Shareholder elects to purchase all the term Shares of the PartnershipKey Executives Parties, either Partner may exercise a "buy-sell" right the electing Qualifying Investor Shareholders shall determine their participation in such purchase amongst themselves, provided that each electing Qualifying Investor Shareholder shall be entitled to do so at least in proportion to its pro rata shareholding among all the electing Qualifying Investor Shareholders, unless otherwise agreed among any of them. The Qualifying Investor Shareholders shall make that election within the later of: (the "Buy-Sell"i) as follows: either Partner seven (the "Offeror"7) exercising such Buy-Sell (A) shall deliver to the other Partner (the "Offeree") a written notice (the "Buy/Sell Offer") stating the Offeror's exercise Business Days of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror may have had with respect to the sale being notified of the Partnership Interest and Company’s decision to decline the Business, which Buy/Sell Offer shall represent offer (or its inability to purchase the dollar amount Shares); and (without reduction for any deemed or imputed expenses ii) thirty five (35) Business Days of sale) that the Offeror would be willing to pay to the Partnership in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery being notified of the Buy/Sell Offer-sell Option Price, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit delivering to the purchase price as Key Executive Parties an irrevocable and binding notice of the Buy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(g), or (ii) in the event the Offeree elects their intention to purchase the Offeror's Partnership Interestrelevant Shares, disburse such Offer Deposit after which, the electing Qualifying Investor Shareholders shall have seven (7) Business Days in accordance with Section 7.3(e). (b) The notice transmitting which to complete the Buy/Sell Offer shall be deemed to constitute an purchase. A purchase offer by either the Offeror Company or one or more Qualifying Investor Shareholders is referred to herein as an “Investor Purchase Offer”. In the event that more than one (1) Qualifying Investor Shareholders elect to purchase all the Offeree's Partnership Interest Shares of the Key Executive Parties and any of such Qualifying Investor Shareholders fails to close the purchase of the relevant part of the Shares of the Key Executives Parties on the date set for a price equal to that purpose (the Receipt Amount. "Receipt Amount" shall mean the aggregate amount which the Partner whose Partnership Interest is to be transferred, whether Offeror or Offeree, would receive as a Partnership distribution if “First Closing Date”): (i) the Business were sold for cash for Key Executive Parties shall not be obliged to transfer less than 100% of the Offer Amount, Shares held by them on the First Closing Date; and (ii) all debts and liabilities the completion of the Partnership transaction shall be postponed to the tenth (10th) Business Day following the First Closing Date (the “Final Closing Date”) and the complying Qualifying Investor Shareholder(s) shall have the right to complete such purchase and allocate the purchase of the relevant Shares corresponding to the breaching Qualifying Investor Shareholder(s) among them as they think fit. In the event that on the Final Closing Date the Qualifying Investor Shareholders fail to close the purchase of 100% of the Shares held by the Key Executives Parties, the Key Executive Parties may elect, at their discretion, to: (i) complete, within the next twenty one (21) Business Days, a Key Executive Purchase Offer (as defined below), in which case all the Investor Shareholders must sell their Shares to the Key Executive Parties at the Buy- sell Option Price and the Key Executive Parties shall be obligated to purchase those Shares at the Buy-sell Option Price; or (ii) withdraw from the exercised Buy-sell Option, in which case the Key Executive Parties shall keep the right to exercise again the Buy-sell Option, on the terms and conditions set forth in this clause 12 (Buy-sell Option), if a Buy-sell Option Trigger Event occurs again at any time within the period of thirty (30) months from the Scheme Completion Time extended for a period equivalent to the time elapsed from the date of the Investor Purchase Offer until the Final Closing Date, and provided that, in any of (i) and (ii) above, the Key Executive Parties shall also be entitled to claim damages from the breaching Qualifying Investor Shareholder(s) for any costs and damages incurred or suffered as a result of the breach of such breaching Qualifying Investor Shareholder(s). If neither the Company nor any of the Qualifying Investor Shareholders make an Investor Purchase Offer, or, if having made such Investor Purchase Offer the Company or the electing Qualifying Investor Shareholders (as applicable) fail to close the purchase of the Key Executive Parties’ Shares within the seven (7) Business Days (or, as applicable, the extended) period mentioned above (subject, to the extent applicable, to necessary antitrust and other regulatory approvals), all the Investor Shareholders must sell their Shares to the Key Executive Parties at the Buy-sell Option Price and the Key Executive Parties shall be obligated to purchase those Shares at the Buy-sell Option Price (a “Key Executive Purchase Offer”), unless the Key Executive Parties elect to withdraw the exercise of the Buy-sell Option as set forth in (ii) above. Any purchase pursuant to a Key Executive Purchase Offer must be completed within twenty one (21) Business Days after the last date on which the Company or the Qualifying Investor Shareholders could have made an Investor Purchase Offer but without taking into account failed to do so or failed to complete an Investor Purchase Offer within the prescribed timeframe. Each of the Parties undertakes not to take any deemed steps or imputed expenses actions which would occur delay, interfere or otherwise obstruct the satisfaction of any condition to which the Investor Purchase Offer or the Key Executive Purchase Offer, as applicable, may be subject. Unless the exercise of the Buy-sell Option is withdrawn after the Qualifying Investor Shareholders failing to close the transaction as expressly set forth above in this clause 12.1 (Buy-sell Option), the Buy-sell Option Period may commence only once upon the first Buy-sell Option Trigger Event and shall not re-start or become activated upon the occurrence of any subsequent event that would otherwise be a Buy-sell Option Trigger Event but for the sale to third parties (e.g. imputed brokerage fees, etcfact a Buy-sell Option Trigger Event had previously occurred.) were paid in full from such proceeds and (iii) prorations were made with respect to all current assets and current liabilities of the Partnership.

Buy/Sell Option. (a) In the event of a failure to resolve a Deadlock pursuant to Section 15.2 within forty (40) Business Days after a Member makes the request for resolution by the Chief Executive Officers (an "UNRESOLVED DEADLOCK"), either Member, at any time during the term thereafter, shall be authorized to offer to purchase all of the Partnership, either Partner Interest of the other Member pursuant to the procedures set forth in the following provisions: (a) Either New Crescent or Magellan (the initiating party being hereinafter referred to as the "OFFERING PARTY") may exercise a "buy-sell" right by written notice to the other party (the "Buy-SellRESPONDING PARTY") as follows: either Partner state the aggregate fair value of all of the outstanding Interests in the Company (the "OfferorSTATED VALUE") exercising ). The giving of such Buy-Sell (A) notice of Stated Value by the Offering Party shall deliver constitute the irrevocable offer of such party to purchase all of the Responding Party's Interest in the Company or to sell to the other Partner (the "Offeree") a written notice (the "Buy/Sell Offer") stating the Offeror's exercise of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror may have had with respect to the sale Responding Party all of the Partnership Offering Party's Interest and in the Business, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale) that the Offeror would be willing to pay to the Partnership in cash Company for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the Buy/Sell Offer, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit to the respective purchase price as of the Buy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(g), or (ii) in the event the Offeree elects to purchase the Offeror's Partnership Interest, disburse such Offer Deposit in accordance with Section 7.3(e)provided for hereinafter. (b) The Within thirty (30) days after receipt of said notice, the Responding Party shall determine whether it shall sell its Interest or purchase the Offering Party's Interest in the Company as provided herein and shall give written notice transmitting to the Buy/Sell Offer Offering Party of its decision and shall designate in that notice which party will be the "SELLING PARTY" and which party shall be the "PURCHASING PARTY." If the Responding Party shall fail to give notice of its election within the said 15-day period, then the Responding Party shall be deemed to constitute an offer have given notice of its election to sell all of its Interest in the Company pursuant to the provisions hereof. (c) Within forty-five (45) days after the date on which the Responding Party receives the notice of Stated Value from the Offering Party, New Crescent and Magellan shall close the purchase of all of the Interest in the Company then owned by the Offeror to Selling Party. The purchase price for such Interest shall be the Offeree's Partnership product obtained by multiplying the Stated Value times the Percentage Interest owned by the Selling Party. The Purchasing Party shall pay the purchase price for a price equal such Interest in cash or by certified check at the closing. The Selling Party shall deliver to the Receipt Amount. "Receipt Amount" shall mean Purchasing Party at the aggregate amount which closing such documents and instruments as may be necessary or desirable, in the Partner whose Partnership Interest is to be transferred, whether Offeror or Offeree, would receive as a Partnership distribution if (i) the Business were sold for cash opinion of counsel for the Offer AmountPurchasing Party, (ii) all debts and liabilities to effect the transfer of the Partnership but without taking into account any deemed or imputed expenses Selling Party's Interest to the Purchasing Party, which would occur for Interest shall be free and clear of all Encumbrances. (d) If the sale to third parties (e.g. imputed brokerage feesSelling Party is Magellan and, etc.) were paid in full from such proceeds and (iii) prorations were made with respect to all current assets and current liabilities after the close of the Partnership.purchase of Magellan's Interest by New Crescent, the Company fails to pay to Magellan all amounts due Magellan under the Franchise Agreement, New Crescent acknowledges that Magellan shall have the rights granted to Magellan under Section 15 of the Franchise Agreement. 55 55

Buy/Sell Option. (a) In the event of a Deadlock at At any time during following the term fifth anniversary of the Partnershipdate hereof, either Partner may exercise a each of Columbia Sub, Columbia TSP and Brim (the "buy-sell" right Initiating Partner") shall have the option (the "Buy-Sell/Sell Option") as follows: either Partner (to give the "Offeror") exercising such Buy-Sell (A) shall deliver to the other Partner (the "Offeree") a others written notice (the "Buy/Sell OfferNotice") stating the Offeror's exercise of such right intent to rely on this Section 14.4, and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror may have had with respect to the sale of the Partnership Interest and the Business, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale) that the Offeror would be willing to pay to the Partnership in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the Buy/Sell Offer, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit to the purchase price as of the Buy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(g), or (ii) other Partners' interest in the event Partnership, whereupon the Offeree elects to purchase the Offeror's Partnership Interest, disburse such Offer Deposit in accordance with provisions of this Section 7.3(e)14.4 shall apply. (b) The notice transmitting Initiating Partner shall specify in its Buy/Sell Notice the cash purchase price at which the Initiating Partner would be willing to purchase an undivided one hundred percent (100%) interest in the Partnership (the "Buy/Sell Valuation Price"). (c) Upon receipt of the Buy/Sell Offer Notice, the other Partner (the "Responding Partner") shall then be deemed obligated either: (i) to constitute an offer by sell to the Offeror to purchase the Offeree's Initiating Partner for cash its Partnership Interest for interest at a price equal to the Receipt Amount. "Receipt Amount" shall mean amount the aggregate amount which Responding Partner would have been entitled to receive upon dissolution of the Partner whose Partnership Interest is pursuant to be transferred, whether Offeror or Offeree, would receive the liquidation provisions set forth in Section 16.3 hereof as a if the Partnership distribution if (i) the Business were assets had been sold for cash for to a third party at the Offer Amount, Buy/Sell Valuation Price; or (ii) all debts and liabilities to purchase the interest of the Initiating Partner for cash at a price equal to the amount the Initiating Partner would have been entitled to receive upon dissolution of the Partnership but without taking into account any deemed or imputed expenses which would occur pursuant to the liquidation provisions set forth in Section 16.3 hereof as if the Partnership assets had been sold for cash to a third party at the sale to third parties Buy/Sell Valuation Price. (e.g. imputed brokerage fees, etc.d) were paid in full from such proceeds and The Responding Partner shall notify the Initiating Partner of its election under Section 14.4(c) hereof within forty-five (iii45) prorations were made with respect to all current assets and current liabilities days after the date of receipt of the PartnershipBuy/Sell Notice. Failure to give such notice within the required time period shall be deemed an election not to purchase, but to sell its Partnership Interest to the Initiating Partner pursuant to Section 14.4 (c)(i). (e) If following an election by the Responding Partner to purchase under Section 14.4(c)(ii), the Responding Partner shall fail to consummate the purchase of the Initiating Partner's interest in the Partnership within sixty (60) days of receipt of the notice received pursuant to Section 14.4(d) hereof, then the Responding Partner shall sell to the Initiating Partner pursuant to Section 14.4(c)(i).

Buy/Sell Option. At any time following the two (a2) In year anniversary of the Effective Date of this Agreement (or earlier exercisable by Hilltop Owner and/or Ford Owner, only, in the event of the HF Owners (defined below) have notified SPC Owner that SPC Owner has committed a Deadlock at any time during the term of the PartnershipBad Act), either Partner may exercise a "buyCo-sell" right Owner (the "Buy-Sell"“Offeror”) as follows: either Partner (the "Offeror") exercising such Buy-Sell (A) shall may deliver to the other Partner Co-Owners (the "Offeree"“Offerees”) a written notice offer (the "Buy/Sell “Offer") stating the Offeror's exercise of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror may have had with respect to the sale of the Partnership Interest and the Business, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale”) that gives the Offeror would be willing Offerees the option to pay to the Partnership in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the Buy/Sell Offer, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit to the purchase price as all of the Buy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Offeror’s Ownership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(g), or (ii) sell all of the Offerees’ Ownership Interests to the Offeror, which Offer shall set forth a specified cash purchase price for each 1% of Ownership Interest (the “Interest Price”) (i.e., the same Interest Price per 1% of Ownership Interest whether the Offeror becomes a buyer or a seller). Within fifteen (15) days after the Offerees receives the Offer, the Offerees shall notify the Offeror in writing that the Offerees either (i) agree to sell all of the Offerees’ Ownership Interest to the Offeror for a sales price (the “Offeree Sales Price”) equal to the product of the Interest Price multiplied by the Ownership Interest of the Offerees or (ii) agree to purchase all of the Offeror’s Ownership Interest for a purchase price (the “Offeror Sales Price”) equal to the product of the Interest Price multiplied by the Ownership Interest of the Offeror. The election of the Offerees shall be binding upon the Offeror. In the event that, following an Offer, one or more Offeree(s) determines to purchase, but other Offeree(s), if any, determine to sell, the Offeree elects Offeree(s) desiring to purchase shall be obligated to purchase both the other (selling) Offeree(s)’ Ownership Interests and the Offeror's Partnership ’s Ownership Interest, disburse . The failure of the Offerees to give a written notice of its election within such Offer Deposit in accordance with Section 7.3(e). fifteen (b15) The notice transmitting the Buy/Sell Offer day period shall be deemed an acceptance of the Offer to constitute an offer by sell the Offerees’ Ownership Interest to Offeror for the Offeree Sales Price. Notwithstanding the foregoing, if the Offeror is either Hilltop Owner or Ford Owner (each, a “HF Owner”) or their respective successors or assigns, such offer must first be made to the other HF Owner prior to being made to SPC Owner, and if the Offeror is SPC Owner, such Offer must be made to each of the HF Owners. Further, the HF Owners may aggregate their respective Ownership Interests in connection with an Offer to SPC Owner. Any Offer to the Offerees shall be exercisable by them in the same proportion which their Ownership Interests bear, in the aggregate, to the Offeror’s Ownership Interest, or in such other manner as the Offerees agree in writing. The closing of any purchase or sale under this Section 6.04 shall occur within sixty (60) days after the Offeror’s delivery of the Offer to the Offeree (the “Closing Period”). If the Offerees deliver a notice to the Offeror that the Offerees elect to purchase all of the Offeree's Partnership Offeror’s Ownership Interest and fail to close such purchase within the Closing Period, then the Offeror shall have the option to elect to purchase all of the Offerees’ Ownership Interest for a price an amount equal to the Receipt Amount. "Receipt Amount" shall mean the aggregate amount which the Partner whose Partnership Interest is to be transferred, whether Offeror or Offeree, would receive as a Partnership distribution if seventy-five percent (i75%) the Business were sold for cash for the Offer Amount, (ii) all debts and liabilities of the Partnership but without taking into account any deemed or imputed expenses which would Offeree Sales Price and the closing of such purchase shall occur for within thirty (30) days after the sale to third parties (e.g. imputed brokerage fees, etc.) were paid in full from such proceeds and (iii) prorations were made with respect to all current assets and current liabilities expiration of the Partnership.the

Buy/Sell Option. (a) In the event of a Deadlock at any time during the term of the Partnership, either Partner may exercise a "buy-sell" right (the "Buy-Buy- Sell") as follows: either Partner (the "Offeror") exercising such Buy-Sell Sell (A) shall deliver to the other Partner (the "Offeree") a written notice (the "Buy/Sell Offer") stating the Offeror's exercise of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror may have had with respect to the sale of the Partnership Interest and the Business, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale) that the Offeror would be willing to pay to the Partnership in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the Buy/Sell Offer, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit to the purchase price as of the Buy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(g), or (ii) in the event the Offeree elects to purchase the Offeror's Partnership Interest, disburse such Offer Deposit in accordance with Section 7.3(e). (b) The notice transmitting the Buy/Sell Offer shall be deemed to constitute an offer by the Offeror to purchase the Offeree's Partnership Interest for a price equal to the Receipt Amount. "Receipt Amount" shall mean the aggregate amount which the Partner whose Partnership Interest is to be transferred, whether Offeror or Offeree, would receive as a Partnership distribution if (i) the Business were sold for cash for the Offer Amount, (ii) all debts and liabilities of the Partnership but without taking into account any deemed or imputed expenses which would occur for the sale to third parties (e.g. imputed brokerage fees, etc.) were paid in full from such proceeds and (iii) prorations were made with respect to all current assets and current liabilities of the Partnership.

Buy/Sell Option. (a) In At the event of a Deadlock fifteenth and at any time during the term each succeeding anniversary of the Partnershipdate hereof, either Partner if at such times this Agreement remains in force, each of the Shareholder and the Company may exercise a "buy-sell" right at its option (the "Buy-Sell/Sell Option") as follows: either Partner (the "Offeror") exercising such Buy-Sell (A) shall deliver to the other Partner (the "Offeree") a written provide notice (the "Buy/Sell OfferNotice") stating to the Offeror's exercise other parry of a price (the "Buy/Sell Price") at which such right and setting forth notifying party intends in good faith either to sell to the receiving party all, but not less than all, of the Securities Beneficially Owned by the notifying party or to buy from the receiving party all, but not less than all, of the Securities Beneficially Owned by the receiving party; provided, however, that the Buy/Sell Price shall apply equally to shares of Convertible Preferred Stock and shares of Common Stock and provided, further, that all references in this Section 3.8 to Securities Beneficially Owned by the Company shall be deemed to refer only to outstanding Securities Beneficially Owned by shareholders of the Company other than the Shareholder Group. (b) Upon receipt by the Shareholder of a Buy/Sell Notice from the Company, the Shareholder Group shall have ninety (90) days (the "Shareholder Decision Period") within which either to (i) agree to sell for cash all, but not less than all, of the Securities Beneficially Owned by the Shareholder Group to the Company at the Buy/Sell Price or (ii) make a bona fide Clearly Credible Tender Offer (a "Buyout Tender Offer") at the Buy/Sell Price for any and all Securities Beneficially Owned by the Company, which Buyout Tender Offer the Company hereby agrees not to oppose. A non-waivable condition to the consummation of the Buyout Tender Offer shall be the valid tender into such offer, an or prior to the 20th day following the receipt of all regulatory approvals required for the consummation of such offer, of Voting Securities representing in the aggregate two-thirds (2/3) of the Voting Power represented by all Voting Securities held by shareholders of the Company other than the Shareholder Group. (i) Upon receipt by the Company of a description Buy/Sell Notice from the Shareholder, the Company shall have ninety (90) days (the "Company Decision Period") within which to (A) agree to purchase for cash all but not less than all of any negotiations the Securities Beneficially Owned by the Shareholder Group at the Buy/Sell Price or discussions with third parties that Offeror may have had (B) agree to seek an opinion from an independent, internationally recognized investment banking firm relating to the fairness to the Company's shareholders of the Offer Price in the Buyout Tender Offer with respect to the sale acquisition by the Shareholder of all Securities Beneficially Owned by the Partnership Interest and Company at the Business, which Buy/Sell Offer Price. (ii) If the Company shall represent not agree to repurchase the dollar amount Voting Securities Beneficially Owned by the Shareholder Group pursuant to Section 3.6(c)(i) above, the Company shall have the right within ninety (without reduction for 90) days following the end of the Company Decision Period, to obtain the fairness opinion and execute a merger agreement between the Company and any deemed member of the Shareholder Group pursuant to which the Shareholder or imputed expenses a Shareholder Affiliate shall acquire Beneficial Ownership of sale) that all remaining Securities at the Offeror would be willing to pay Buy/Sell Price. The terms of such merger agreement shall include customary provisions regarding the non-solicitation of alternative transactions by the Company and the recommendation of the Merger to the Partnership Company's shareholders, if required. (iii) If the Company fails to satisfy the condition pursuant to Section 3.6(c)(ii) above by the end of such ninety (90) day period, or if the Company cannot obtain a fairness opinion by the end of such ninety (90) day period, this Agreement shall immediately terminate. (d) If the Shareholder and the Company each provide a Buy/Sell Notice to the other party an the same day, the Buy/Sell Notice containing the higher valued Buy/Sell Price shall be the effective and controlling Buy/Sell Notice. In the event that (i) the Buy/Sell Price set forth in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery either or both of the Buy/Sell OfferNotices consists of consideration other than cash, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by and (ii) the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects parties are unable to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit reach agreement as to the purchase price as which of the Buy/Sell Closing Date Prices is higher valued for purposes of this subsection (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(gd), or (ii) in the event the Offeree elects an independent, internationally recognized investment banking firm mutually agreeable to purchase the Offeror's Partnership Interest, disburse both parties shall conclusively make such Offer Deposit in accordance with Section 7.3(e)determination. (be) The notice transmitting Any purchase by the Buy/Sell Offer Company of the Shareholder Group's Securities pursuant to this Section shall be deemed to constitute an offer by closed within a period ending ninety (90) days after the Offeror to purchase the Offeree's Partnership Interest for a price equal to the Receipt Amount. "Receipt Amount" shall mean the aggregate amount which the Partner whose Partnership Interest is to be transferred, whether Offeror or Offeree, would receive as a Partnership distribution if (i) the Business were sold for cash for the Offer Amount, (ii) all debts and liabilities end of the Partnership but without taking into account any deemed Shareholder Decision Period or imputed expenses which would occur for the sale to third parties Company Decision Period, as the case may be, or thirty (e.g. imputed brokerage fees30) days after the date of receipt of all necessary regulatory approvals, etcwhichever is later.) were paid in full from such proceeds and (iii) prorations were made with respect to all current assets and current liabilities of the Partnership.

Buy/Sell Option. (a) In At any time after the event date of this Agreement, during the continuance of a Deadlock at any time during the term of the PartnershipBona Fide Dispute over a proposed Major Decision concerning a proposed Voluntary Additional Contribution pursuant to Section 7.5(b)(ii) hereof, either Partner may exercise a "buy-sell" the Managing Member or the Investor Member (as the Offeror) shall have the right to make an offer (the "BuyFACILITY BUY-SellSELL OFFER") as follows: either Partner (the "Offeror") exercising such Buy-Sell (A) shall deliver in writing to the other Partner Member (as the "Offeree") a written notice (the "Buy/Sell Offer") stating the Offeror's exercise of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror may have had solely with respect to the sale Facility or Facilities that are the subject of the Partnership Interest and the Businessdispute over Voluntary Additional Contributions, which shall state an amount in cash (the "FACILITY BUY-SELL VALUE"), determined in the sole and absolute discretion of the Offeror. The Facility Buy/-Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale) that the Offeror would be willing to pay to the Partnership in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the Buy/Sell Offer, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit to the purchase price as of the Buy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(g), or (ii) in the event the Offeree elects to purchase the Offeror's Partnership Interest, disburse such Offer Deposit in accordance with Section 7.3(e). (b) The notice transmitting the Buy/Sell Offer shall be deemed to constitute an irrevocable offer by the Offeror to purchase the Offeree's Partnership Interest for a price equal to Company and the Receipt Amount. "Receipt Amount" shall mean the aggregate amount which the Partner whose Partnership Interest is to be transferred, whether Offeror or Offeree, would receive as a Partnership distribution if Offeree either (i) to cause the Business were sold for cash Company to sell the Facility or Facilities identified in such Facility Buy-Sell Offer to the Offeree in consideration for the Offer Amount, payment of a Facility Buy-Sell Price determined pursuant to Section 21.4 (the "FACILITY OFFER TO SELL") or (ii) all debts and liabilities to purchase the Facility or Facilities from the Company in consideration for the payment of a Facility Buy-Sell Price determined pursuant to Section 21.4 (the "FACILITY OFFER TO PURCHASE"). Such Facility Buy-Sell Offer shall be made subject to the conditions of the Partnership Lease Agreement applicable to the Facility or Facilities subject to such Facility Buy-Sell Offer; if such conditions are unable to be met, then the Offeror shall have the option, but without taking into account any deemed or imputed expenses which would occur for not the sale obligation, to third parties (e.g. imputed brokerage fees, etctrigger the buy-sell provisions of Section 20 hereto.) were paid in full from such proceeds and (iii) prorations were made with respect to all current assets and current liabilities of the Partnership.

Buy/Sell Option. (a) In the event of a failure to resolve a Deadlock pursuant to Section 15.2 within forty (40) Business Days after a Member makes the request for resolution by the Chief Executive Officers (an "UNRESOLVED DEADLOCK"), either Member, at any time during the term thereafter, shall be authorized to offer to purchase all of the Partnership, either Partner Interest of the other Member pursuant to the procedures set forth in the following provisions: (a) Either Crescent Operating or Charter Inc. (the initiating party being hereinafter referred to as the "OFFERING PARTY") may exercise a "buy-sell" right by written notice to the other party (the "Buy-SellRESPONDING PARTY") as follows: either Partner state the aggregate fair value of all of the outstanding Interests in the Company (the "OfferorSTATED VALUE") exercising ). The giving of such Buy-Sell (A) notice of Stated Value by the Offering Party shall deliver constitute the irrevocable offer of such party to purchase all of the Responding Party's Interest in the Company or to sell to the other Partner (the "Offeree") a written notice (the "Buy/Sell Offer") stating the Offeror's exercise of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror may have had with respect to the sale Responding Party all of the Partnership Offering Party's Interest and in the Business, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale) that the Offeror would be willing to pay to the Partnership in cash Company for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the Buy/Sell Offer, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Offeror hereby instructs the Escrow Agent that the Escrow Agent shall either (i) in the event the Offeree elects to sell its interest in the Partnership (the "Partnership Interest") in accordance with the terms hereof, apply such Offer Deposit to the respective purchase price as of the Buy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, disburse such Offer Deposit in accordance with Section 7.3(g), or (ii) in the event the Offeree elects to purchase the Offeror's Partnership Interest, disburse such Offer Deposit in accordance with Section 7.3(e)provided for hereinafter. (b) The Within thirty (30) days after receipt of said notice, the Responding Party shall determine whether it shall sell its Interest or purchase the Offering Party's Interest in the Company as provided herein and shall give written notice transmitting to the Buy/Sell Offer Offering Party of its decision and shall designate in that notice which party will be the "SELLING PARTY" and which party shall be the "PURCHASING PARTY." If the Responding Party shall fail to give notice of its election within the said 15-day period, then the Responding Party shall be deemed to constitute an offer have given notice of its election to sell all of its Interest in the Company pursuant to the provisions hereof. (c) Within forty-five (45) days after the date on which the Responding Party receives the notice of Stated Value from the Offering Party, Crescent Operating and Charter Inc. shall close the purchase of all of the Interest in the Company then owned by the Offeror to Selling Party. The purchase price for such Interest shall be the Offeree's Partnership product obtained by multiplying the Stated Value times the Percentage Interest owned by the Selling Party. The Purchasing Party shall pay the purchase price for a price equal such Interest in cash or by certified check at the closing. The Selling Party shall deliver to the Receipt Amount. "Receipt Amount" shall mean Purchasing Party at the aggregate amount which closing such documents and instruments as may be necessary or desirable, in the Partner whose Partnership Interest is to be transferred, whether Offeror or Offeree, would receive as a Partnership distribution if (i) the Business were sold for cash opinion of counsel for the Offer AmountPurchasing Party, (ii) all debts and liabilities to effect the transfer of the Partnership but without taking into account any deemed or imputed expenses Selling Party's Interest to the Purchasing Party, which would occur for Interest shall be free and clear of all Encumbrances. (d) If the sale to third parties (e.g. imputed brokerage feesSelling Party is Charter Inc. and, etc.) were paid in full from such proceeds and (iii) prorations were made with respect to all current assets and current liabilities after the close of the Partnership.purchase of Charter Inc.'s Interest by Crescent Operating, the Company fails to pay to Franchisor all amounts due Franchisor under the Franchise Agreement, Crescent Operating acknowledges that Charter Inc. shall have the rights granted to Franchisor under Section 15 of the Franchise Agreement. 55 55