Common use of Buy-Sell Clause in Contracts

Buy-Sell. A party electing to proceed hereunder (also, “Offeror”) with respect to the undivided interest of a Co-Tenant in the Property (a “Co-Tenancy Interest “) shall do so by giving written notice thereof (“Buy-Sell Election Notice “) to the other Co-Tenant or Co-Tenants (also, “Offeree”), setting forth the Offeror's offer either (at Offeree's election, as hereinafter set forth) to purchase the Offeree's Co-Tenancy Interest or to sell to the Offeree the Offeror's Co-Tenancy Interest. In the event that Stonehenge is the Offeror, it must give the Buy-Sell Election Notice to both BR1 and BR2, and both BR1 and BR2 shall constitute the Offeree. The Buy-Sell Election Notice shall: (i) specify that the Buy-Sell Notice is an offer to purchase all of the Offeree's Co- Tenancy Interest, or to sell to the Offeree all of the Offeror' s Co-Tenancy Interest; (ii) specify the Buy-Sell Price applicable to the entire Property (hereinafter defined); (iii) specify the assumptions upon which the Buy-Sell Price is based and how transaction costs that are required to be paid by applicable law or contract in connection with such Buy-Sell (e.g., transfer taxes) are to be allocated between the Selling Party and Purchasing Party (as defined below), but only to the extent that local custom does not allocate such costs; provided, however, any loan which constitutes a lien on the Property (including the Loan) shall be .treated as if being assumed rather than paid off at such closing and the assumption fees shall be paid by the Purchasing Party, and legal fees, consultant fees, brokerage commissions and any and all due diligence costs and expenses (including, without limitation, title, survey, and title insurance premiums) incurred by a Co-Tenant shall be borne solely by such Co-Tenant; and (iv) state the date for Closing, which shall be not more than ninety (90) days following the date of the Buy-Sell Election Notice. “Buy-Sell Price” shall mean the gross asset value attributed to the Property and included in a Buy-Sell Election Notice.

Buy-Sell. A party electing to proceed hereunder (also, “Offeror”) Neither Borrower nor any Affiliate of Borrower shall consummate a buy/sell transaction with respect to the undivided interest of a Asset pursuant to the Co-Tenant in the Property (a “Co-Tenancy Interest “) shall do so by giving written notice thereof (“Buy-Sell Election Notice “) to the other Co-Tenant Lender Agreement, under which Borrower or Co-Tenants (also, “Offeree”), setting forth the Offeror's offer either (at Offeree's election, as hereinafter set forth) to purchase the Offeree's Co-Tenancy Interest or to sell to the Offeree the Offeror's Co-Tenancy Interest. In the event that Stonehenge such Affiliate is the Offerorbuyer, it must give the Buy-Sell Election Notice unless prior to both BR1 and BR2, and both BR1 and BR2 shall constitute the Offeree. The Buy-Sell Election Notice shallconsummation of such buy/sell transaction: Borrower or such Affiliate either (i) specify that pledges its additional purchased interest in the Buy-Sell Notice is an offer Underlying Loan (the “Additional Underlying Loan Interest”) to purchase Lender pursuant to pledge and collateral assignment documentation acceptable to Lender and executes and/or delivers with respect to such Additional Underlying Loan Interest all of the Offeree's Co- Tenancy Interestdocuments required pursuant to Schedule 5 attached hereto, or to sell to the Offeree all of the Offeror' s Co-Tenancy Interest; (ii) specify the Buy-Sell Price applicable executes a letter agreement with Lender pursuant to which Borrower or such Affiliate agrees that, with respect to its Additional Underlying Loan Interest, it will not exercise any voting or consent rights, which letter shall be in form and substance acceptable to Lender. Upon consummation of such a buy/sell transaction, Borrower may prepay the entire Property Loan (hereinafter defined); (iii) specify without payment of the assumptions upon which Exit Fee provided such prepayment of the Buy-Sell Price Loan is based and how transaction costs that are required to be paid by applicable law or contract in connection with such Buy-Sell (e.g., transfer taxes) are to be allocated between the Selling Party and Purchasing Party (as defined below), but only to the extent that local custom does not allocate such costs; provided, however, any loan which constitutes a lien on the Property (including the Loan) shall be .treated as if being assumed rather than paid off at such closing and the assumption fees shall be paid by the Purchasing Party, and legal fees, consultant fees, brokerage commissions and any and all due diligence costs and expenses (including, without limitation, title, survey, and title insurance premiums) incurred by a Co-Tenant shall be borne solely by such Co-Tenant; and (iv) state the date for Closing, which shall be not more than made within ninety (90) days following the acquisition by Borrower or such Affiliate of the Additional Underlying Loan Interest, but with payment of the Exit Fee if such prepayment of the Loan occurs after the end of such ninety (90) day period unless payment of the Exit Fee is otherwise not then required under the terms of this Loan Agreement). If Borrower or any applicable Affiliate thereof subsequently sells any such additional purchased interest in the Underlying Loan to a bona-fide purchaser, who is not an Affiliate of Borrower, (A) any pledge and lien thereon granted to Lender pursuant clause (i) above shall be released by Lender in connection with such subsequent sale of such interest, at Borrower’s sole cost and expense, and (B) from and after the date of the Buy-Sell Election Notice. “Buy-Sell Price” any such sale of such interest, any letter agreement delivered by Borrower or its Affiliate pursuant clause (ii) above shall mean the gross asset value attributed to the Property be terminated and included in a Buy-Sell Election Noticeof no further force or effect.

Buy-Sell. A party electing to proceed hereunder (alsoa) At any time from and after the Purchase Option Termination Date, provided Sunrise has not exercised the Sunrise Purchase Option on or before such Purchase Option Termination Date, either Member (the “Offeror”) with respect may give to the undivided interest other Member (the “Offeree”) a written notice in accordance with the requirements of a Co-Tenant in the Property Section 13.2 (a “Co-Tenancy Interest “) shall do so by giving written notice thereof (“Buy-Sell Election Notice Notice”) stating the Offeror’s determination of the price for the assets of the Company if the Company was sold to a third party purchaser for fair market value, free and clear of all liabilities, (the “) to the other CoBuy-Tenant or Co-Tenants (also, “OffereeSell Price”), setting forth and stating that the Offeror's offer Offeror will either (at Offeree's election, as hereinafter set forthi) to purchase the Offeree's Co-Tenancy Interest or to sell pay to the Offeree in exchange for all the Offeror's Co-Tenancy Interest. In Offeree’s Interest an amount (the “Offer Amount”) equal to the cash amount that the Offeree would have received in respect of the Offeree’s Interest pursuant to Section 8.2, net of the Transfer Expenses, in the event that Stonehenge is of a liquidating Capital Transaction on the Offeror, it must give the Buy-Sell Election Notice to both BR1 and BR2, and both BR1 and BR2 shall constitute the Offeree. The Buy-Sell Election Notice shall: (i) specify that date of delivery of the Buy-Sell Notice is an offer for a sales price equal to purchase all of the Offeree's Co- Tenancy Interest, or to sell to the Offeree all of the Offeror' s Co-Tenancy Interest; (ii) specify the Buy-Sell Price applicable or (ii) sell all the Offeror’s Interest to the entire Property Offeree in exchange for an amount (hereinafter defined); (iiithe “Selling Amount”) specify the assumptions upon which the Buy-Sell Price is based and how transaction costs that are required to be paid by applicable law or contract in connection with such Buy-Sell (e.g., transfer taxes) are to be allocated between the Selling Party and Purchasing Party (as defined below), but only equal to the extent that local custom does not allocate such costs; providedcash amount Offeror would have received pursuant to Section 8.2, howevernet of the Transfer Expenses, any loan which constitutes in the event of a lien liquidating Capital Transaction on the Property (including the Loan) shall be .treated as if being assumed rather than paid off at such closing and the assumption fees shall be paid by the Purchasing Party, and legal fees, consultant fees, brokerage commissions and any and all due diligence costs and expenses (including, without limitation, title, survey, and title insurance premiums) incurred by a Co-Tenant shall be borne solely by such Co-Tenant; and (iv) state the date for Closing, which shall be not more than ninety (90) days following the date of delivery of the Buy-Sell Election Notice. “Notice for a sales price equal to the Buy-Sell Price” . The Offer Amount and Selling Amount shall mean be calculated by an independent accountant acting on behalf of the gross asset value attributed to Company within three (3) Business Days of the Property and included in a issuance of the Buy-Sell Election Notice, and such accountant to notify both the Offeror and Offeree of such amounts in writing upon such calculation.

Buy-Sell. A (a) If, after June 30, 2017 and prior to January 1, 2019, TUNI consummates a Third Party Sale then either (a) the acquiring party electing to proceed hereunder in such Third Party Sale shall, at the closing thereof, assume the obligations of TUNI under this Agreement; or (also, “Offeror”b) with respect notwithstanding anything to the undivided interest contrary in Article IV or the related definitions, immediately prior to the consummation of a Co-Tenant in the Property (a “Co-Tenancy Interest “) shall do so by giving written notice thereof such Third Party Sale (“Buy-Sell Election Notice “) to the other Co-Tenant or Co-Tenants (also, “OffereeClosing”), setting forth the Offeror's offer either (at Offeree's election, as hereinafter set forth) to purchase the Offeree's Co-Tenancy Interest or to sell to the Offeree the Offeror's Co-Tenancy Interest. In the event that Stonehenge is the Offeror, it must give the Buy-Sell Election Notice to both BR1 and BR2TUNI shall purchase, and both BR1 and BR2 shall constitute the Offeree. The Buy-Sell Election Notice shall: (i) specify that the Buy-Sell Notice is an offer to purchase all Management Holder Representative, on behalf of the Offeree's Co- Tenancy InterestManagement Holders shall sell the then outstanding Ordinary D Shares, or to sell to Ordinary E Shares and Ordinary F Shares (including those issuable upon the Offeree all exercise of the Offeror' s Co-Tenancy Interest; related Options) for the aggregate consideration determined in accordance with the following table (ii) specify such aggregate consideration, the Buy-Sell Price applicable to the entire Property (hereinafter defined); (iii) specify the assumptions upon which the Buy-Sell Price is based and how transaction costs that are required to be paid by applicable law or contract in connection with such Buy-Sell (e.g., transfer taxes) are to be allocated between the Selling Party and Purchasing Party (as defined below), but only to the extent that local custom does not allocate such costs; provided, however, any loan which constitutes a lien on the Property (including the Loan) shall be .treated as if being assumed rather than paid off at such closing and the assumption fees shall be paid by the Purchasing Party, and legal fees, consultant fees, brokerage commissions and any and all due diligence costs and expenses (including, without limitation, title, survey, and title insurance premiums) incurred by a Co-Tenant shall be borne solely by such Co-Tenant; and (iv) state the date for Closing, which shall be not more than ninety (90) days following the date of the Buy-Sell Election Notice. “Buy-Sell Price” shall mean the gross asset value attributed to the Property and included in a ”): Consummation Date of Third Party Sale Buy-Sell Election Notice.Price After June 30, 2017 and on or prior to December 31, 2017 TUNI shall purchase the then outstanding Ordinary D Shares for an aggregate amount equal to the lesser of (A) the product of (i) the Accelerated D Shares Put/Call Price, multiplied by (ii) the then applicable Multiplier; (B) the Excess Sale Consideration; and (C) the D Shares Put/Call Price Aggregate Cap. In addition, if the E Shares Contingency is satisfied as of the closing date of the Third Party Sale, calculating 2017 Revenue through the closing date of the Third Party Sale by applying the same principles to the determination thereof as are set forth in the definition of Accelerated D Shares Put/Call Price (but only with respect to revenue) and multiplying such calculated 2017 Revenue by the then applicable Multiplier, then TUNI shall purchase the then outstanding Ordinary E Shares for an amount equal to the E Shares Put/Call Price. In addition, if the F Shares Contingency is satisfied as of the closing date of the Third Party Sale, calculating 2018 Revenue through the closing date of the Third Party Sale by applying the same principles to the determination thereof as are set forth in the definition of Accelerated D Shares Put/Call Price (but only with respect to revenue) and multiplying such calculated 2018 Revenue by the then applicable Multiplier, then TUNI shall purchase the then outstanding Ordinary F Shares for an amount equal to the F Shares Put/Call Price. **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission

Buy-Sell. A party electing At any time after the date hereof, the Owner or Xxxx may make an offer (any such offer is referred to proceed hereunder (also, herein as the “OfferorCall”) with respect to the undivided interest of a Co-Tenant in the Property (a “Co-Tenancy Interest “) shall do so by giving written notice thereof (“Buy-Sell Election Notice “) to the other Co-Tenant or Co-Tenants (also, “Offeree”), setting forth the Offeror's offer either (at Offeree's election, as hereinafter set forth) party to purchase the Offeree's Co-Tenancy Interest or to sell to other party’s entire interest in the Offeree Property and the Offeror's Co-Tenancy Interest. In the event that Stonehenge is the Offeror, it must give the Buy-Sell Election Notice to both BR1 and BR2, and both BR1 and BR2 shall constitute the Offeree. The Buy-Sell Election Notice shall: Bonds (i) specify that the Buy-Sell Notice is an offer to purchase all of the Offeree's Co- Tenancy Interest, or to sell to the Offeree all of the Offeror' s Co-Tenancy Interest; (ii) specify the Buy-Sell Price applicable to the entire Property (hereinafter defined); (iii) specify the assumptions upon which the Buy-Sell Price is based and how transaction costs that are required to be paid by applicable law or contract in connection with such Buy-Sell (e.g., transfer taxes) are to be allocated between the Selling Party and Purchasing Party (as defined below), but only to the extent that local custom does not allocate such costs; providedany Bonds are owned by either Owner) to the extent this Agreement still applies to any thereof (collectively, howeverthe “Total Property”) or, any loan which constitutes a lien on the Property (including the Loanin regard to Xxxx, its Net Profits Interest, and, if applicable, repay all Loan(s) shall be .treated as held by Xxxx, if being assumed rather than paid off at such closing and the assumption fees shall be paid by the Purchasing Partyany, and legal fees, consultant fees, brokerage commissions and any and all due diligence costs and expenses (including, without limitation, title, survey, all accrued and title insurance premiums) incurred by a Co-Tenant unpaid interest thereon in full (the offering party shall be borne solely by such Co-Tenant; termed the “Offeror” and (iv) state the date for Closing, which party to whom the Call is made shall be not more than ninety termed the “Offeree”). A Call shall state a cash price to be paid for the Total Property. The Offeree shall have fifteen (9015) days following from the date of such Call in which to decide to purchase the Buy-Sell Election NoticeTotal Property, or, as appropriate, the Net Profits Interest of the Offeror, and repay all Loan(s) held by Xxxx, if any, and all accrued interest in full, on the same terms as the Call, it being understood that the purchasing party under a Call will be obligated to pay the selling party the amount the selling party would receive pursuant to this Agreement if a sale of the Total Property was effected for the price and on the terms specified in the Call. “Buy-Sell Price” Should the Offeree within said period fail to notify the Offeror of its intent to purchase the Total Property, or, as appropriate, the Offeror’s Net Profits Interest, on said terms and repay all Loan(s) held by Xxxx, if any, and all accrued interest in full, the Offeree shall mean be conclusively presumed to have accepted the gross asset value attributed Call and shall be bound to sell the Total Property, or, as appropriate, its Net Profits Interest, to the Property Offeror on said terms and included conditions. The purchasing party shall make a twenty-five thousand dollar ($25,000.00) xxxxxxx money deposit with the selling party and have six (6) months from the later of (i) the receipt of notice of acceptance of the Call or (ii) the end of the above described fifteen (15) day period in a Buywhich to consummate said purchase and, if applicable, repay all Loan(s) held by Xxxx, if any, and all accrued interest in full. Should the purchasing party fail to consummate the purchase of the Total Property, or, as appropriate, the selling party’s Net Profits Interest, and repay all Loan(s) held by Xxxx, if any, and all accrued interest in full, then the selling party shall retain the twenty-Sell Election Noticefive thousand dollar ($25,000.00) xxxxxxx money deposit and shall at its option have the right to (i) purchase the Total Property, or, as appropriate, the selling party’s Net Profits Interest, on the same terms and conditions as the Call and repay all Loan(s) held by Xxxx, if any, and all accrued interest, provided said purchase and Loan repayment is consummated within six (6) months after the original purchasing party’s failure to consummate the purchase, (ii) continue with all Loan(s) held by Xxxx, if any, and this Agreement or, (iii) enforce specific performance of the obligations of the defaulting party.