Common use of Option to Purchase Premises Clause in Contracts

Option to Purchase Premises. (a) Tenant shall be entitled to elect, and Landlord hereby grants Tenant the option, to purchase the entirety of the Premises, to be exercised at any time during the term of this Lease on not less than sixty (60) days and not more than twenty-four (24) months' prior written notice to Landlord, at a price equal to the Fair Option Value (defined below) determined as of the date of exercise of the option. Tenant's notice of exercise of the option shall be deemed and shall constitute an irrevocable acceptance by Tenant of Landlord's irrevocable offer to sell and convey the Premises to Tenant. (b) If Tenant shall exercise its option to purchase the Premises, the closing on such option and the conveyance by Landlord to Tenant of the Premises (the "Closing") shall take place on such date designated by Tenant in its notice of exercise but no later than two (2) years after the date of exercise of the option. In the event Closing shall be scheduled to occur after expiration of the Term, the Term shall be automatically renewed on a month-to-month basis until Closing occurs, on the same terms and conditions as are then in effect, including the scheduled adjustment of Base Rent under Section 4. 1. On the date of Closing, Landlord shall convey the Premises to Tenant or its designee in the amount of the Fair Option Value determined as of the date of exercise of the option. Landlord shall convey to Tenant by quit claim deed, all right title and interest, if any, of Landlord in and to the Improvements, and shall further convey to Tenant the Premises by special warranty deed , covenanting and warranting against claims of Landlord or those claiming by, through or under Landlord, and transferring marketable fee simple absolute title to the Premises, subject only to this Lease, to all state of facts an accurate survey would show, to taxes and assessments, to zoning regulations and public rights of way, the Permitted Encumbrances and to other encumbrances placed of record with the consent of Tenant; provided however, Landlord shall have no duty to discharge any lien or encumbrance created by, through or under Tenant, but Landlord shall cause any and all mortgage or deed of trust liens affecting Landlord's fee ownership of the Premises to be paid and discharged at Closing. Landlord shall also execute and furnish Tenant with a standard "owner's affidavit" so as to enable Tenant to obtain an owner's policy of title insurance at Closing, without exception, as to Landlord's acts only, for mechanic's liens, rights of parties in possession and such other matters as may be covered under the standard title company affidavit for owners. In connection with the closing or incidental to the conveyance of the Premises, Tenant shall pay any and all recording costs, and Landlord and Tenant shall each pay one-half of any escrow fees charged by Tenant's title insurance company and closing escrow agent, but otherwise Landlord and Tenant shall pay their own respective costs. At the option and election of Tenant to be exercised in writing at the closing, the Lease may be terminated effective as of the conveyance of the Premises. There shall be no adjustments for real estate taxes and assessments or for any other costs or charges payable by Tenant under the Lease. Closing shall occur at the offices of a national title company designated by Tenant located in St. Louis County. All other closing matters shall be handled in accordance with the standard closing practices of the title company. (c) For purposes of this option to purchase the Premises, it is expressly understood and agreed that the term "Fair Option Value" shall mean the greater of (x) $2,999,997 or (y) Fair Market Value of Landlord's title to the Land comprising part of the Premises with such Fair Market Value of the Land to be determined as if the Land were not improved and were unencumbered by this Lease. Tenant's estimate of the Fair Market Value shall be supported by a written appraisal prepared by an appraiser who is an Member of the Appraisal Institute ("MAI") having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. In the event Landlord shall not agree with the Fair Market Value as so determined by Tenant's appraiser, Landlord shall so notify Tenant in writing within thirty (30) days from receipt of Tenant's advice as to the Fair Market Value (such notice to include a written appraisal prepared by an MAI appraiser having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. If Landlord and Tenant are unable to reach agreement within thirty (30) days after the date of Landlord's response to Tenant, then the issue of Fair Market Value shall be submitted to binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") or a similar arbitration mechanism if AAA is no longer in existence. Each party shall pay the fees and expenses of its appraiser and one-half the fees and expenses of the arbitrator.

Option to Purchase Premises. Lessor hereby grants unto Lessee an option (the "Purchase Option") to buy the Premises (including all improvements contained on the Premises) at any point during the Term, including any extensions or renewals thereof, for the Purchase Price (as hereinafter defined), subject to the following terms and conditions: (a) Tenant At such time as Lessee shall be entitled desire to electexercise this Purchase Option, and Landlord hereby grants Tenant Lessee shall give Lessor written notice thereof (the option, to purchase "Exercise Notice"). (b) Lessee shall close on the entirety of the Premises, to be exercised at any time during the term of this Lease Purchase Option on not less a date that is no earlier than sixty (60) days after determination of the Purchase Price in accordance with (d) hereinbelow ("Option Closing Date") . (c) Lessor shall determine the title company at which settlement shall occur and shall inform Lessee. Closing costs shall be allocated pursuant to the local custom. Lessor shall be responsible for the pro-rated share of the ad valorem taxes due at the time of closing. The Premises shall be conveyed to Lessee pursuant to a general warranty deed, with no liens, encumbrances or restrictions other than the Permitted Title Exceptions and any other matters expressly approved by Lessee or imposed on the Premises by Lessee. (d) The total purchase price (the "Purchase Price") for the Premises pursuant to the Purchase Option shall be equal to the lesser of (i) the Fair Market Value (as hereinafter defined) of the Premises as of the date of the Exercise Notice (as hereinafter defined), or (ii) subject to reductions and adjustments expressly set forth herein, the IDA's Gross Investment. The Purchase Price shall be determined as follows: (i) With respect to the determination of the Fair Market Value, within 15 days after Lessor receives the Exercise Notice, Lessor shall notify Lessee of its selection of a real estate appraiser, whom shall determine and promptly report (and in no event later than the 30th day following Lessor's receipt of the Exercise Notice) to both Lessor and Lessee in writing his or her determination of the Fair Market Value. Any appraiser appointed pursuant to this paragraph must be an independent qualified Member of the Appraisal Institute (MAl) (or any successor organization thereto) registered in the State of Florida and must be an appraiser who has no less than 10 years' experience in commercial leasing transactions in the area. Any appraisal required or permitted by the terms of this lease shall be conducted in a manner consistent with sound appraisal practice and in accordance with this paragraph. At closing, unless otherwise agreed upon by the parties hereto, Lessee and Lessor shall equally pay all costs and expenses incurred in connection with such appraisal. Within 10 days after appointment of the appraiser each party shall provide to the appraiser all customary information as may be requested by the appraiser, including, but not more limited to, a complete history of operating costs and expenses for the Premises. The appraised value determined in accordance with this paragraph shall be final and binding upon Lessor and Lessee. The parties shall work together and coordinate efforts to obtain such appraiser's report in writing no later than 30 days following the date of Lessor's receipt of the Exercise Notice. The parties hereto acknowledge that the provisions to determine the Fair Market Value are fair and reasonable. For purposes herein, "Fair Market Value" means the appraised value of the Premises as of date of the Exercise Notice. (ii) With respect to the determination of the IDA's Gross Investment, Lessor agrees to credit a percentage of all rent payments made by Lessee under this lease (less any actual payments of ad valorem taxes and any property insurance obligations made by Lessor during the Term of the lease as of the date of the Exercise Notice) as of the date of Option Closing Date in accordance with the following: A. Fifty percent (50%) of all rent payments paid by Lessee shall be applied from and after such time as Lessee creates, fills and maintains twelve (12) full­ time jobs; B. Seventy-Five percent (75%) of all rent payments paid by Lessee shall be applied from and after such time as Lessee creates, fills and maintains sixteen (16) full-time jobs; and C. One Hundred percent (100%) of all rent payments paid by Lessee shall be applied from and after such time as Lessee creates, fills and maintains twenty-four (24) months' prior written notice to Landlordfull-time jobs. 2. For every job created, at a price equal to the Fair Option Value filled, and maintained over twelve (defined below) determined as 12), Lessee shall be credited an additional 4.2% option purchase rent credit in recognition of the date capital improvements to be made by Lessee in the Premises. The rent credit shall not exceed 100% in any circumstance. For example, if Lessee creates, fills, and maintains thirteen jobs at the Premises, Lessee shall be entitled to 54.2% of each rent payment as credit against option purchase pnce. (e) Within 5 business days after the establishment of the Purchase Price, Lessor will provide a purchase and sale contract and Lessor and Lessee agree to negotiate in good faith and use commercially reasonable efforts to finalize and enter into a purchase and sale agreement to evidence the exercise of the Purchase Option. In addition, such contract for sale shall contain all reasonable standard provisions for contracts for similar sales. The consideration for this Purchase Option is One Dollar ($1.00) at the execution of this agreement. Lessee's failure to remain in good standing (including making timely rent payments) under the lease shall terminate this option. Tenant's notice of exercise of ; provided, however, that if Lessee cures any such default, the option shall be deemed and shall constitute remain. Lessee may assign Lessee's rights under this Section to an irrevocable acceptance by Tenant of Landlord's irrevocable offer to sell and convey the Premises to Tenant. (b) If Tenant shall exercise its option to purchase the Premises, the closing on such option and the conveyance by Landlord to Tenant of the Premises (the "Closing") shall take place on such date designated by Tenant in its notice of exercise but no later than two (2) years after the date of exercise of the optionAffiliate. In the event Closing shall be scheduled to occur after expiration of the Term, the Term shall be automatically renewed on a month-to-month basis until Closing occurs, on the same terms and conditions as are then in effect, including the scheduled adjustment of Base Rent under Section 4. 1. On the date of Closing, Landlord shall convey the Premises to Tenant or its designee in the amount of the Fair Option Value determined as of the date of exercise of the option. Landlord shall convey to Tenant by quit claim deed, For all right title and interest, if any, of Landlord in and to the Improvements, and shall further convey to Tenant the Premises by special warranty deed , covenanting and warranting against claims of Landlord or those claiming by, through or under Landlord, and transferring marketable fee simple absolute title to the Premises, subject only to this Lease, to all state of facts an accurate survey would show, to taxes and assessments, to zoning regulations and public rights of way, the Permitted Encumbrances and to other encumbrances placed of record with the consent of Tenant; provided however, Landlord shall have no duty to discharge any lien or encumbrance created by, through or under Tenant, but Landlord shall cause any and all mortgage or deed of trust liens affecting Landlord's fee ownership of the Premises to be paid and discharged at Closing. Landlord shall also execute and furnish Tenant with a standard "owner's affidavit" so as to enable Tenant to obtain an owner's policy of title insurance at Closing, without exception, as to Landlord's acts only, for mechanic's liens, rights of parties in possession and such other matters as may be covered under the standard title company affidavit for owners. In connection with the closing or incidental to the conveyance of the Premises, Tenant shall pay any and all recording costs, and Landlord and Tenant shall each pay one-half of any escrow fees charged by Tenant's title insurance company and closing escrow agent, but otherwise Landlord and Tenant shall pay their own respective costs. At the option and election of Tenant to be exercised in writing at the closing, the Lease may be terminated effective as of the conveyance of the Premises. There shall be no adjustments for real estate taxes and assessments or for any other costs or charges payable by Tenant under the Lease. Closing shall occur at the offices of a national title company designated by Tenant located in St. Louis County. All other closing matters shall be handled in accordance with the standard closing practices of the title company. (c) For purposes of this option to purchase the Premiseslease, it is expressly understood and agreed that the term "Fair Option ValueAffiliate" shall mean means and includes any other person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, Lessee. For purposes hereof, "control," including the greater terms "controlled by" and "under common control with" (and variations thereof), means (i) the ownership of (x) $2,999,997 or (y) Fair Market Value of Landlord's title to the Land comprising part of the Premises with such Fair Market Value of the Land to be determined as if the Land were not improved and were unencumbered by this Lease. Tenant's estimate of the Fair Market Value shall be supported by a written appraisal prepared by an appraiser who is an Member of the Appraisal Institute ("MAI") having not less than fifteen fifty percent (1550%) years experience in the appraisal of commercial real estate in St. Louis County. In the event Landlord shall not agree with the Fair Market Value as so determined by Tenant's appraiser, Landlord shall so notify Tenant in writing within thirty (30) days from receipt of Tenant's advice as to the Fair Market Value (such notice to include a written appraisal prepared by an MAI appraiser having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. If Landlord and Tenant are unable to reach agreement within thirty (30) days after the date of Landlord's response to Tenant, then the issue of Fair Market Value shall be submitted to binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") equity or a similar arbitration mechanism if AAA is no longer in existence. Each party shall pay the fees and expenses of its appraiser and one-half the fees and expenses other ownership interests of the arbitratorentity in question or (ii) the possession, directly or indirectly, of the power to direct or control, or cause the direction or control of, the operations, management, or policies of the entity in question, whether through the ownership of voting securities, as trustee or executors, as general partner or managing member, by contract or otherwise. For the avoidance of doubt, Affiliate(s) of Lessee include, but are not limited to, members of Lessee, Affiliate(s) of members of Lessee, or Affiliate(s) of such Affiliate(s) of Lessee, whether currently in existence or formed hereafter.

Option to Purchase Premises. Lessee shall have the option during the 90 days immediately preceding the tenth, fifteenth and twentieth anniversaries of this Lease and during the 90-day period immediately preceding the end of the first and second optional extension terms set forth in Section 28 of this Lease, if applicable (a) Tenant shall be entitled as applicable, the "Window"), to elect, and Landlord hereby grants Tenant the option, elect to purchase the entirety Premises for the greater of (i) its fair market value (which fair market value shall be determined in the manner set forth below) or (ii) Lessor's Total Investment. Lessee shall elect such option by giving written notice (the "Option Notice") to Lessor of its intention to do so, and the closing of such purchase must occur during the first 90 days (the "Purchase Price") following the end of the applicable Window for which the Option Notice was given. Within 90 days of Lessor's receipt of the Option Notice, Lessor shall, at Lessee's sole expense, retain an independent MAI appraiser to prepare an appraisal of the fair market value of the Premises, including any additions or renovations thereto. In determining the fair market value of the Premises, the appraiser shall utilize the cost, income and sales comparison approaches to value. In utilizing the income approach, the appraiser shall determine the "leased fee" value of the Premises, which shall be exercised arrived at by considering (i) the income that would be produced by this Lease through the end of the fully extended Lease Term, and (ii) any time during other factors relating to such approach which the term appraiser shall deem relevant in his sole discretion. The highest amount which results from the calculation of each of the cost approach, the income approach, and the sales comparison approach, all as determined in accordance with the provisions of this Lease on Section, shall constitute the fair market value of the Premises for purposes of this Section. If within 20 days after being notified of the result of such appraisal Lessee elects to reject that appraisal, then the first appraisal shall become null and void and Lessor shall nominate to Lessee a list of not less than sixty (60) days and not more than twenty-four (24) months' prior written notice to Landlord, at a price equal three independent MAI appraisers who are experienced with appraising property similar to the Fair Option Value (defined below) determined Premises, and Lessee shall select one such appraiser. Within 60 days of such selection, Lessor shall retain such appraiser to prepare an appraisal of the Premises in the same manner described above. Within 20 days after the results of that appraisal have been delivered to Lessee, Lessee shall notify Lessor of its election to exercise this option to purchase the Premises for the price set forth in such appraisal. If such notice of exercise is not received by Lessor within such 20-day period, the option for such time period shall lapse and this Lease shall remain in full force and effect. Upon exercise of this option, Lessor and Lessee shall open an escrow account with a recognized title insurance or trust company selected by Lessor. Such escrow shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its special warranty deed conveying to Lessee all of Lessor's right, title and interest in the Premises free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Premises as of the date hereof, attached during the Interim Term or the Lease Term through Lessee's action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, have been approved by Lessee, or which do not materially adversely affect the use of the Premises as a restaurant. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option, in which case the option for such time period shall lapse and this Lease shall remain in full force and effect. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to consummate the sale of the Premises in the manner herein provided. All cost of exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, attorneys' fees (including those of Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Tenant's notice Lessee shall continue to pay and perform all of exercise its obligations under this Lease until the close of escrow which in no event shall occur after the date of the expiration of the Lease Term or the expiration of any extension thereof. The purchase price paid by Lessee in exercising this option shall be deemed paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation it shall be in default of any of the terms and conditions of this Lease or if any condition shall exist which upon the giving of notice or the passage of time, or both, would constitute an irrevocable acceptance a default by Tenant Lessee under this Lease. The failure of Landlord's irrevocable offer Lessee to sell and convey consummate the purchase of the Premises to Tenant. (b) If Tenant as contemplated herein shall exercise not release Lessee from its obligations under this Lease and the Lease shall remain in full force and effect until the expiration of the Lease Term or applicable extension period. The escrow shall close within the applicable Window, or Lessor, at its option, may terminate Lessee's option to purchase the PremisesPremises during such time period. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligation hereunder. Lessee may not sell, the closing on such option and the conveyance by Landlord to Tenant assign, transfer, hypothecate or otherwise dispose of the Premises (the "Closing") shall take place on such date designated by Tenant option granted herein or any interest therein, except in its notice conjunction with a permitted assignment of exercise but no later than two (2) years after the date of exercise of the option. In the event Closing shall be scheduled to occur after expiration of the Term, the Term shall be automatically renewed on a month-to-month basis until Closing occurs, on the same terms Lessee's entire interest herein and conditions as are then in effect, including the scheduled adjustment of Base Rent under Section 4. 1. On the date of Closing, Landlord shall convey the Premises to Tenant or its designee in the amount of the Fair Option Value determined as of the date of exercise of the option. Landlord shall convey to Tenant by quit claim deed, all right title and interest, if any, of Landlord in and only to the Improvements, and shall further convey to Tenant the Premises by special warranty deed , covenanting and warranting against claims of Landlord or those claiming by, through or under Landlord, and transferring marketable fee simple absolute title to the Premises, subject only to this Lease, to all state of facts an accurate survey would show, to taxes and assessments, to zoning regulations and public rights of way, the Permitted Encumbrances and to other encumbrances placed of record with the consent of Tenant; provided however, Landlord shall have no duty to discharge any lien or encumbrance created by, through or under Tenant, but Landlord shall cause any and all mortgage or deed of trust liens affecting Landlord's fee ownership of the Premises to be paid and discharged at Closingassignee thereof. Landlord shall also execute and furnish Tenant with a standard "owner's affidavit" so as to enable Tenant to obtain an owner's policy of title insurance at Closing, without exception, as to Landlord's acts only, for mechanic's liens, rights of parties in possession and such other matters as may be covered under the standard title company affidavit for owners. In connection with the closing or incidental to the conveyance of the Premises, Tenant shall pay any and all recording costs, and Landlord and Tenant shall each pay one-half of any escrow fees charged by Tenant's title insurance company and closing escrow agent, but otherwise Landlord and Tenant shall pay their own respective costs. At the option and election of Tenant to be exercised in writing at the closing, the Lease may be terminated effective as of the conveyance of the Premises. There shall be no adjustments for real estate taxes and assessments or for any other costs or charges payable by Tenant under the Lease. Closing shall occur at the offices of a national title company designated by Tenant located in St. Louis County. All other closing matters shall be handled in accordance with the standard closing practices of the title company. (c) For purposes Any attempted assignment of this option to purchase the Premises, it which is expressly understood and agreed that the term "Fair Option Value" shall mean the greater of (x) $2,999,997 or (y) Fair Market Value of Landlord's title contrary to the Land comprising part terms of the Premises with such Fair Market Value of the Land this paragraph shall be deemed to be determined as if a default under this Lease and the Land were not improved and were unencumbered by this Lease. Tenant's estimate of the Fair Market Value option granted herein shall be supported by a written appraisal prepared by an appraiser who is an Member of the Appraisal Institute ("MAI") having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. In the event Landlord shall not agree with the Fair Market Value as so determined by Tenant's appraiser, Landlord shall so notify Tenant in writing within thirty (30) days from receipt of Tenant's advice as to the Fair Market Value (such notice to include a written appraisal prepared by an MAI appraiser having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. If Landlord and Tenant are unable to reach agreement within thirty (30) days after the date of Landlord's response to Tenant, then the issue of Fair Market Value shall be submitted to binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") or a similar arbitration mechanism if AAA is no longer in existence. Each party shall pay the fees and expenses of its appraiser and one-half the fees and expenses of the arbitratorvoid.

Option to Purchase Premises. (a) Tenant Lessee shall be entitled to elect, have the right and Landlord hereby grants Tenant the option, to purchase the entirety of the Premises, to be exercised at any time during the term of this Lease on not less than sixty (60) days and not more than twenty-four (24) months' prior written notice to Landlord, at a price equal to the Fair Option Value (defined below) determined as of the date of exercise of the option. Tenant's notice of exercise of the option shall be deemed and shall constitute an irrevocable acceptance by Tenant of Landlord's irrevocable offer to sell and convey the Premises to Tenant. (b) If Tenant shall exercise its option to purchase the Premises, and all of the closing on structures, buildings, and other improvements constructed thereon for a purchase price equal to the fair market value thereof at the end of the initial or option term of this lease, as the case may be. Lessee may exercise this option by giving notice to Lessor at least thirty (30), but not more than ninety (90) days prior to the end of the initial or option term of this lease. Upon exercise of this option, Lessee will deposit $10,000 in cash with the Escrow Agent hereafter designated and in such option event, all terms, conditions and provisions herein contained shall serve as a binding purchase agreement between the conveyance by Landlord parties hereto. If the parties are not able to Tenant agree upon the fair market value of the Premises within ten (the "Closing"10) shall take place on such date designated by Tenant in its days after Lessee has given notice of exercise but no later than two (2) years after the date of its exercise of this option to Lessor, then each of the optionparties shall select one appraiser and said appraisers shall mutually select a third appraiser. The fair market value shall be the average fo all three appraisals produced by such appraisers. In the event Closing any party fails to sellect an appraiser within ten (10) days after the time to do so begins, then any party may seek the appointment of the appraiser by the Superior Court and all time periods specified hereunder shall be scheduled suspended pending sellection of such appraiser by the Court. If Lessee shall exercise this option, Lessor shall give Lessee a good, clear and marketable title to occur after expiration the Premises, free and clear of all tenancies liens, encumbrances. encroachments, restrictions, reservations, conditions of record and easements, except taxes due but not yet payable and zoning restrictions, if any. If title is not marketable, then Lessee may elect to either purchase the Premises subject to such unmarketable condition with no reduction in the purchase price or any liability to Lessor, or cancel and terminate its purchase of the TermPremises, in which event the deposit paid by Lessee to the Escrow Agent shall be refunded in full and the parties shall have no further liability under this Section 44. Transfer of the Premises shall be made by general warranty deed conveying title to Lessee, in fee simple. If there is any lien or encumbrance of record against the Premises, Lessee may elect to take the Premises subject to any such lien or encumbrance: in such event, the Term shall be automatically renewed on a month-to-month basis until Closing occursfull amount thereof, on the same terms together with any interest and conditions as are then in effect, including the scheduled adjustment of Base Rent under Section 4. 1. On the date of Closing, Landlord shall convey the Premises to Tenant or its designee in the amount of the Fair Option Value determined penalties accrued thereon as of the date of exercise of transfer, shall be deducted from the option. Landlord shall convey to Tenant by quit claim deed, all right title and interest, if any, of Landlord in and to the Improvementspurchase price herein, and shall Lessee will thereafter indemnify and save Lessor harmless from all further convey to Tenant the Premises by special warranty deed , covenanting and warranting against claims of Landlord or those claiming by, through or under Landlord, and transferring marketable fee simple absolute title to the Premises, subject only to this Lease, to all state of facts an accurate survey would show, to taxes and assessments, to zoning regulations and public rights of way, the Permitted Encumbrances and to other encumbrances placed of record with the consent of Tenant; provided however, Landlord shall have no duty to discharge any lien or encumbrance created by, through or under Tenant, but Landlord shall cause any and all mortgage or deed of trust liens affecting Landlord's fee ownership of the Premises to be paid and discharged at Closingliability thereunder. Landlord shall also execute and furnish Tenant with a standard "owner's affidavit" so as to enable Tenant to obtain an owner's policy of title insurance at Closing, without exception, as to Landlord's acts only, for mechanic's liens, rights of parties in possession and such other matters as may be covered under the standard title company affidavit for owners. In connection with the closing or incidental to the conveyance of the Premises, Tenant shall pay any and all recording costs, and Landlord and Tenant shall each pay one-half of any escrow fees charged by Tenant's title insurance company and closing escrow agent, but otherwise Landlord and Tenant shall pay their own respective costs. At the option and election of Tenant to be exercised in writing at the closing, the Lease may be terminated effective as of the conveyance of the Premises. There shall be no adjustments for real estate taxes and assessments or for any other costs or charges payable by Tenant under the Lease. Closing shall occur at the offices of a national title company designated by Tenant located in St. Louis County. All other closing matters shall be handled in accordance with the standard closing practices of the title company. (c) For purposes of this option to purchase the Premises, it is expressly understood and agreed that the term "Fair Option Value" shall mean the greater of (x) $2,999,997 or (y) Fair Market Value of Landlord's title to the Land comprising part of the Premises with such Fair Market Value of the Land to be determined as if the Land were not improved and were unencumbered by this Lease. Tenant's estimate of the Fair Market Value shall be supported by a written appraisal prepared by an appraiser who is an Member of the Appraisal Institute ("MAI") having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. In the event Landlord shall not agree with the Fair Market Value as so determined by Tenant's appraiser, Landlord shall so notify Tenant in writing within thirty (30) days from receipt of Tenant's advice as to the Fair Market Value (such notice to include a written appraisal prepared by an MAI appraiser having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. If Landlord and Tenant are unable to reach agreement within Within thirty (30) days after Lessee exercises this option, all documents and monies required hereunder shall be deposited by the respective parties with the Escrow Agent, which shall be any title company licensed to do business in the state wherein the Premises are located. This Agreement shall serve as the Escrow Instructions, subject to the Escrow Agent's usual condition of acceptance where not contrary to any of the terms hereof. Real estate taxes, insurance, and any other prepaid or accrued charges customarily prorated shall be prorated as of the date of Landlordtransfer according to the calendar year. Lessor, at Lessor's response expense, shall furnish Lessee with an owner's or fee policy of title insurance, issued by a title insurance company first approved by Lessee, in the amount of the purchase price, as evidence or assurance that there has been conveyed to TenantLessee, then the issue title required to be conveyed hereunder. The Escrow Agent shall cause title to the Premises to be searched, and if and when the required evidence of Fair Market Value title can be issued and the Escrow Agent has received all funds and documents required to be deposited hereunder, the Escrow Agent shall cause the deed to be submitted to binding arbitration conducted filed of record and the funds disbursed in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") or a similar arbitration mechanism if AAA is no longer in existence. Each party shall pay the fees and expenses of its appraiser and one-half the fees and expenses of the arbitratorherewith.

Option to Purchase Premises. (aNotwithstanding the provisions of Section 19.1 of the Lease, in the event Tenant subdivides the Premises into legally separate parcels or lots, Tenant may, subject to the condition set forth in the following sentence, exercise its Purchase Option with respect to any or all such separate parcels or lots. Landlord shall have the right to reject Tenant's exercise of its Purchase Option with respect to less than all of such parcels or lots, if Landlord determines in its reasonable judgment that the value of the portion of the Premises remaining after the sale of such lot(s) or parcel(s) will be adversely affected by such sale. Tenant shall be entitled provide to elect, Landlord at Tenant's sole cost and expense such documents and information reasonably required by Landlord hereby grants Tenant in order for Landlord to determine the option, to purchase value of the entirety remaining portion of the Premises, including without limitation, an appraisal of the remaining portion of the Premises prepared by an appraiser approved by Landlord. In the event Tenant properly exercises its Purchase Option with respect to be exercised at any time during the term of this Lease on not less than sixty (60) days and not more than twenty-four (24) months' prior written notice to Landlord, at a price equal to the Fair Option Value (defined below) determined as all of the date of exercise of the option. Tenant's notice of exercise of the option shall be deemed and shall constitute an irrevocable acceptance by Tenant of Landlord's irrevocable offer to sell and convey the Premises to Tenant. (b) If Tenant shall exercise its option to purchase the Premises, the closing on such option and Purchase Price shall be the conveyance portion of the Funded Amount reasonably allocated by Landlord to Tenant the portion of the Premises (being purchased under the "Closing") shall take place on such date designated by Tenant in its notice of exercise but no later than two (2) years after the date of exercise of the option. In the event Closing shall be scheduled to occur after expiration of the TermPurchase Option, the Term shall be automatically renewed on a month-to-month basis until Closing occurs, on the same terms and conditions as are then in effect, including the scheduled adjustment of Base Rent under Section 4. 1. On the date of Closing, Landlord shall convey the Premises to Tenant or its designee in plus the amount of any reasonable and customary fees, costs and expenses of Landlord associates with the Fair Option Value determined as of the date of exercise of the option. Landlord shall convey to Tenant by quit claim deedsale, all right title and interestbreak funding costs, if any, of Landlord in plus any then due and delinquent Base Rent and Additional Rent, if any, under the Lease and the sale shall be consummated pursuant to the Improvements, and shall further convey to Tenant the Premises by special warranty deed , covenanting and warranting against claims terms of Landlord or those claiming by, through or under Landlord, and transferring marketable fee simple absolute title to the Premises, subject only to this Lease, to all state of facts an accurate survey would show, to taxes and assessments, to zoning regulations and public rights of way, the Permitted Encumbrances and to other encumbrances placed of record with the consent of Tenant; provided however, Landlord shall have no duty to discharge any lien or encumbrance created by, through or under Tenant, but Landlord shall cause any and all mortgage or deed of trust liens affecting Landlord's fee ownership of the Premises to be paid and discharged at Closing. Landlord shall also execute and furnish Tenant with a standard "owner's affidavit" so as to enable Tenant to obtain an owner's policy of title insurance at Closing, without exception, as to Landlord's acts only, for mechanic's liens, rights of parties in possession and such other matters as may be covered under the standard title company affidavit for owners. In connection with the closing or incidental to the conveyance of the Premises, Tenant shall pay any and all recording costs, and Landlord and Tenant shall each pay one-half of any escrow fees charged by Tenant's title insurance company and closing escrow agent, but otherwise Landlord and Tenant shall pay their own respective costs. At the option and election of Tenant to be exercised in writing at the closing, the Lease may be terminated effective as of the conveyance of the Premises. There shall be no adjustments for real estate taxes and assessments or for any other costs or charges payable by Tenant under the Lease. Closing shall occur at the offices of a national title company designated by Tenant located in St. Louis County. All other closing matters shall be handled in accordance with the standard closing practices of the title company. (c) For purposes of this option to purchase the Premises, it is expressly understood and agreed that the term "Fair Option Value" shall mean the greater of (x) $2,999,997 or (y) Fair Market Value of Landlord's title to the Land comprising part of the Premises with such Fair Market Value of the Land to be determined as if the Land were not improved and were unencumbered by this Lease. Tenant's estimate of the Fair Market Value shall be supported by a written appraisal prepared by an appraiser who is an Member of the Appraisal Institute ("MAI") having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. In the event Landlord shall not agree with the Fair Market Value as so determined by Tenant's appraiser, Landlord shall so notify Tenant in writing within thirty (30) days from receipt of Tenant's advice as to the Fair Market Value (such notice to include a written appraisal prepared by an MAI appraiser having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. If Landlord and Tenant are unable to reach agreement within thirty (30) days after the date of Landlord's response to Tenant, then the issue of Fair Market Value shall be submitted to binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") or a similar arbitration mechanism if AAA is no longer in existence. Each party shall pay the fees and expenses of its appraiser and one-half the fees and expenses of the arbitrator.Section 19.1

Option to Purchase Premises. (a) Tenant shall be entitled to elect, and Landlord Lessor hereby grants Tenant the option, to purchase the entirety of the Premises, to be exercised at any time during the term of this Lease on not less than sixty (60) days and not more than twenty-four (24) months' prior written notice to Landlord, at a price equal to the Fair Option Value (defined below) determined as of the date of exercise of the option. Tenant's notice of exercise of the option shall be deemed and shall constitute Lessee an irrevocable acceptance by Tenant of Landlord's irrevocable offer to sell and convey the Premises to Tenant. (b) If Tenant shall exercise its option to purchase the Premisespremises at any time Lessee may elect before July 1, 2008 at the closing on such option and price of $5,950,000.00. All documents necessary to convey title shall be deposited into said escrow within ten (10) days after the conveyance by Landlord to Tenant opening of the Premises (the "Closing") said escrow. Lessee shall take place on such date designated by Tenant in its give said escrow company written notice of Lessee's election to exercise but no later than two (2) years after said option, at which time said escrow company shall cause to have title conveyed to Lessee and Lessee will accept the date of exercise of conveyance. Lessor agrees that the option. In the event Closing premises shall be scheduled conveyed to occur after expiration lessee by Grant Deed, free and clear of the Term, the Term shall be automatically renewed on a month-to-month basis until Closing occurs, on the same terms and conditions as are then in effect, including the scheduled adjustment of Base Rent under Section 4. 1. On the date of Closing, Landlord shall convey the Premises to Tenant all encumbrances except taxes or its designee in the amount of the Fair Option Value determined as of the date of exercise of the option. Landlord shall convey to Tenant by quit claim deed, all right title and interest, if any, of Landlord in and to the Improvements, and shall further convey to Tenant the Premises by special warranty deed , covenanting and warranting against claims of Landlord or those claiming by, through or under Landlord, and transferring marketable fee simple absolute title to the Premises, subject only to this Lease, to all state of facts an accurate survey would show, to taxes and assessments, to zoning regulations and public rights of way, the Permitted Encumbrances and to other encumbrances placed of record with the consent of Tenant; provided however, Landlord shall have no duty to discharge any lien or encumbrance created by, through or under Tenant, but Landlord shall cause any and all mortgage or deed of trust liens affecting Landlord's fee ownership of the Premises to be paid and discharged at Closing. Landlord shall also execute and furnish Tenant with a standard "owner's affidavit" so as to enable Tenant to obtain an owner's policy of title insurance at Closing, without exception, as to Landlord's acts only, for mechanic's liens, rights of parties in possession and such other matters as may be covered under the standard title company affidavit for owners. In connection with the closing or incidental to the conveyance of the Premises, Tenant shall pay any and all recording costs, and Landlord and Tenant shall each pay one-half of any escrow fees charged by Tenant's title insurance company and closing escrow agent, but otherwise Landlord and Tenant shall pay their own respective costs. At the option and election of Tenant to be exercised in writing at the closing, the Lease may be terminated effective as of the conveyance of the Premises. There shall be no adjustments for real estate taxes and assessments or for any other costs or charges payable by Tenant under the Lease. Closing shall occur at the offices of a national title company designated by Tenant located in St. Louis County. All other closing matters shall be handled which in accordance with the standard closing practices provisions of the title company. (c) For purposes of this option to purchase the Premises, it is expressly understood and agreed that the term "Fair Option Value" shall mean the greater of (x) $2,999,997 or (y) Fair Market Value of Landlord's title to the Land comprising part of the Premises with such Fair Market Value of the Land Lease Agreement are to be determined as if paid by Lessee, and the Land were not improved encumbrance(s) then of record. Lessor agrees to protect and were unencumbered defend Lessee, and the premises against foreclosure or loss by reason of any additional encumbrances on or after the 28th of April, 2004 which may be created by or through Lessor. The obligations of Lessor and Lessee under this Leaseagreement shall cease at the consummation of said escrow. TenantSaid escrow company shall, without further approval of Lessor, within a reasonable time after receipt of Lessee's estimate notice of the Fair Market Value shall be supported by a written appraisal prepared by an appraiser who is an Member of the Appraisal Institute ("MAI") having not less than fifteen (15) years experience Lessee's election to exercise said option, cause to have said Grant Deed recorded in the appraisal of commercial real estate in St. Louis CountyCounty Recorder's office. In the event Landlord shall not agree with the Fair Market Value as so determined by Tenant's appraiser, Landlord shall so notify Tenant in writing within thirty (30) days from receipt of Tenant's advice as to the Fair Market Value (such notice to include a written appraisal prepared by an MAI appraiser having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. If Landlord and Tenant are unable to reach agreement within thirty (30) days after the date of Landlord's response to Tenant, then the issue of Fair Market Value shall be submitted to binding arbitration conducted in accordance with the Commercial Arbitration Rules terms of said escrow, lessee agrees to pay as consideration for said option the American Arbitration Association ("AAA") or a similar arbitration mechanism if AAA sum of $1,850,000.00 as set forth in escrow, which sum shall be fully credited to the account of Lessee as part of said purchase price at the time said option is no longer in existence. Each party shall pay the fees and expenses of its appraiser and one-half the fees and expenses of the arbitratorexercised.

Option to Purchase Premises. (a) Tenant shall be entitled to elect, and Landlord hereby grants Tenant the option, to purchase the entirety of the Premises, to be exercised at any time during the term of this Lease on not less than sixty (60) days and not more than twenty-four (24) months' prior written notice to Landlord, at a price equal to the Fair Option Value (defined below) determined as of the date of exercise of the option. Tenant's notice of exercise of the option shall be deemed and shall constitute an irrevocable acceptance by Tenant of Landlord's irrevocable offer to sell and convey the Premises to Tenant. (b) If Tenant shall exercise its option to purchase the Premises, the closing on such option and the conveyance by Landlord to Tenant of the Premises (the "Closing") shall take place on such date designated by Tenant in its notice of exercise but no later than two (2) years after the date of exercise of the option. In the event Closing shall be scheduled to occur after expiration of the Term, the Term shall be automatically renewed on a month-to-month basis until Closing occurs, on the same terms and conditions as are then in effect, including the scheduled adjustment of Base Rent under Section 4. 14.1. On the date of Closing, Landlord shall convey the Premises to Tenant or its designee in the amount of the Fair Option Value determined as of the date of exercise of the option. Landlord shall convey to Tenant by quit claim deed, all right title and interest, if any, of Landlord in and to the Improvements, and shall further convey to Tenant the Premises by special warranty deed , covenanting and warranting against claims of Landlord or those claiming by, through or under Landlord, and transferring marketable fee simple absolute title to the Premises, subject only to this Lease, to all state of facts an accurate survey would show, to taxes and assessments, to zoning regulations and public rights of way, the Permitted Encumbrances and to other encumbrances placed of record with the consent of Tenant; provided however, Landlord shall have no duty to discharge any lien or encumbrance created by, through or under Tenant, but Landlord shall cause any and all mortgage or deed of trust liens affecting Landlord's fee ownership of the Premises to be paid and discharged at Closing. Landlord shall also execute and furnish Tenant with a standard "owner's affidavit" so as to enable Tenant to obtain an owner's policy of title insurance at Closing, without exception, as to Landlord's acts only, for mechanic's liens, rights of parties in possession and such other matters as may be covered under the standard title company affidavit for owners. In connection with the closing or incidental to the conveyance of the Premises, Tenant shall pay any and all recording costs, and Landlord and Tenant shall each pay one-half of any escrow fees charged by Tenant's title insurance company and closing escrow agent, but otherwise Landlord and Tenant shall pay their own respective costs. At the option and election of Tenant to be exercised in writing at the closing, the Lease may be terminated effective as of the conveyance of the Premises. There shall be no adjustments for real estate taxes and assessments or for any other costs or charges payable by Tenant under the Lease. Closing shall occur at the offices of a national title company designated by Tenant located in St. Louis County. All other closing matters shall be handled in accordance with the standard closing practices of the title company. (c) For purposes of this option to purchase the Premises, it is expressly understood and agreed that the term "Fair Option Value" shall mean the greater of (x) $2,999,997 $ or (y) Fair Market Value of Landlord's title to the Land comprising part of the Premises with such Fair Market Value of the Land to be determined as if the Land were not improved and were unencumbered by this Lease. Tenant's estimate of the Fair Market Value shall be supported by a written appraisal prepared by an appraiser who is an Member of the Appraisal Institute ("MAI") having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. In the event Landlord shall not agree with the Fair Market Value as so determined by Tenant's appraiser, Landlord shall so notify Tenant in writing within thirty (30) days from receipt of Tenant's advice as to the Fair Market Value (such notice to include a written appraisal prepared by an MAI appraiser having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. If Landlord and Tenant are unable to reach agreement within thirty (30) days after the date of Landlord's response to Tenant, then the issue of Fair Market Value shall be submitted to binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") or a similar arbitration mechanism if AAA is no longer in existence. Each party shall pay the fees and expenses of its appraiser and one-half the fees and expenses of the arbitrator.

Option to Purchase Premises. (aA) Tenant shall be entitled to elect, and Landlord hereby grants Tenant have the option, to purchase the entirety of the Premises, to be exercised at any time during the term of this Lease on not less than sixty (60) days and not more than twenty-four (24) months' prior written notice to Landlord, at a price equal to the Fair Option Value (defined below) determined as of the date of exercise of the option. Tenant's notice of exercise of the option shall be deemed and shall constitute an irrevocable acceptance by Tenant of Landlord's irrevocable offer to sell and convey the Premises to Tenant. (b) If Tenant shall exercise its option to purchase the PremisesPremises ("Option") at the Option Price payable to Landlord; provided, the closing on such option and the conveyance by however, that (i)Tenant provides Landlord to Tenant with written notice of its exercise of the Premises (the "Closing") shall take place on such date designated by Tenant in its notice of exercise but Option no later than two ninety (290) years after days prior to the date of exercise end of the Term and (ii) Tenant is not then in default under this Lease or under any other agreement or obligation of Tenant to Landlord, or, if Tenant is in default under this Lease, Landlord elects, at its sole option, to allow Tenant to exercise the Option or to proceed to purchase the Premises. In the event Closing The sale shall be scheduled to occur after expiration of the Term, the Term shall be automatically renewed on a month-to-month basis until Closing occurs, on made upon substantially the same terms and conditions as are then in effect, including the scheduled adjustment of Base Rent under Section 4. 1. On the date of Closing, Landlord shall convey the Premises to Tenant or its designee provided in the amount of the Fair Option Value determined contract attached as of the date of exercise of the optionExhibit B hereto. Landlord Tenant shall convey to Tenant by quit claim deed, all right title and interest, if any, of Landlord in and to the Improvements, and shall further convey to Tenant the Premises by special warranty deed , covenanting and warranting against claims of Landlord or those claiming by, through or under Landlord, and transferring marketable fee simple absolute take title to the Premises, Premises subject only to this Lease, to all state of facts an accurate survey would show, to taxes their existing liens or encumbrances and assessments, to zoning regulations and public rights of way, the Permitted Encumbrances and to any other encumbrances placed of record with the consent of act done or suffered by Tenant; provided however, Landlord shall have no duty to discharge any lien or encumbrance created by, through or under Tenant, but Landlord shall cause any and all mortgage or deed of trust liens affecting Landlord's fee ownership of the Premises to be paid and discharged at Closing. Landlord shall also execute and furnish Tenant with a standard "owner's affidavit" so as to enable Tenant to obtain an owner's policy of title insurance at Closing, without exception, as to Landlord's acts only, for mechanic's liens, rights of parties in possession and such other matters as may be covered under the standard title company affidavit for owners. In connection with the closing or incidental to the conveyance of the Premises, Tenant shall pay any and all recording costs, and Landlord and Tenant shall each pay one-half of any escrow fees charged by Tenant's title insurance company and closing escrow agent, but otherwise Landlord and Tenant shall pay their own respective costs. At close the option and election of Tenant to be exercised in writing at the closing, the Lease may be terminated effective as of the conveyance of the Premises. There shall be no adjustments for real estate taxes and assessments or for any other costs or charges payable by Tenant under the Lease. Closing shall occur at the offices of a national title company designated by Tenant located in St. Louis County. All other closing matters shall be handled in accordance with the standard closing practices of the title company. (c) For purposes of this option to purchase the Premises, it is expressly understood and agreed that the term "Fair Option Value" shall mean the greater of (x) $2,999,997 or (y) Fair Market Value of Landlord's title to the Land comprising part sale of the Premises with such Fair Market Value as soon as they can agree to close, but in no event shall the closing of the Land to be determined as if the Land were not improved and were unencumbered by this Lease. Tenant's estimate of the Fair Market Value shall be supported by a written appraisal prepared by an appraiser who is an Member of the Appraisal Institute ("MAI") having not less transaction contemplated hereby occur later than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. In the event Landlord shall not agree with the Fair Market Value as so determined by Tenant's appraiser, Landlord shall so notify Tenant in writing within thirty (30) days from receipt of Tenant's advice as to the Fair Market Value (such notice to include a written appraisal prepared by an MAI appraiser having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. If Landlord and Tenant are unable to reach agreement within thirty (30) days after the date Landlord receives written notice of Tenant's election to exercise the Option (the "Exercise Date"). After the valid exercise of the Option and until the closing of the transaction to purchase the Premises (the "Closing"), this Lease shall remain in full force and effect. Upon Closing, this Lease shall terminate and be of no force and effect with no further action of the Landlord and Tenant, shall record a termination lease pursuant to Section 8.09 hereof. If the transaction contemplated hereby does not close due to a breach by Landlord, Tenant may, at its option, terminate this Lease by providing written notice to Landlord thereof. If the transaction contemplated hereby does not close due to a breach by Tenant, Landlord may, at its option, terminate this Lease by providing Tenant with written notice thereof. If the Lease is terminated pursuant to this Section 4.06(A), This Lease shall terminate on the last day of the month following the month in which such notice of termination was given. If Landlord notifies Tenant of a bona fide offer under Section 4.06(B) of this Lease. Tenant's option to purchase under this Section 4.06(A) may not be exercised and becomes null and void unless and until Tenant's Option shall be reinstated pursuant to Section 4.06(B). (B) If Landlord obtains a bona fide offer to purchase the Premises from any third party (except as set forth in subsection (C) below), Landlord shall notify Tenant of the existence of such offer and Tenant shall have the right, within twenty (20) days after receipt of the notice, to purchase the Premises at the Option Price upon substantially the same terms and conditions provided in the contract attached as Exhibit B hereto. If Tenant does not give Landlord notice in writing within the 20-day period that Tenant intends to exercise its rights hereunder, then Landlord shall be free to sell the Premises within one hundred and twenty (120) days of its original notice to Tenant and Tenant's Option shall become null and void. If, however, Landlord and the third party purchaser fail to consummate the sale of the Premises, Tenant's Option shall be reinstated. (C) Landlord shall not be obligated to notify Tenant and Tenant shall not have any rights under subsection (B) if (i) Landlord determines to sell or transfer Landlord's interest in the Premises to a related entity of Landlord's response , (ii) Landlord obtains a bona fide first mortgage from an institutional lender not related to Tenant, then or affiliated with Tenant which mortgage is a so-called "participating mortgage" under which the issue of Fair Market Value shall be submitted lender has a right to binding arbitration conducted participate in accordance with the Commercial Arbitration Rules profits or cash flow or both of the American Arbitration Association Premises or ("AAA"iii) or the Premises is sold by Landlord in a similar arbitration mechanism if AAA is no longer in existence. Each party shall pay transaction involving the fees and expenses of its appraiser and one-half the fees and expenses simultaneous master lease of the arbitratorPremises back to Landlord.

Option to Purchase Premises. (a) Tenant shall be entitled to elect, and Landlord hereby grants Tenant the option, to purchase the entirety of the Premises, to be exercised at any time during the term of this Lease on not less than sixty (60) days and not more than twenty-four (24) months' prior written notice to Landlord, at a price equal to the Fair Option Value (defined below) determined as of the date of exercise of the option. Tenant's notice of exercise of the option shall be deemed and shall constitute an irrevocable acceptance by Tenant of Landlord's irrevocable offer to sell and convey the Premises to Tenant. (b) If Tenant shall exercise its option to purchase the Premises, the closing on such option and the conveyance by Landlord to Tenant of the Premises (the "Closing") shall take place on such date designated by Tenant in its notice of exercise but no later than two (2) years after the date of exercise of the option. In the event Closing shall be scheduled to occur after expiration of the Term, the Term shall be automatically renewed on a month-to-month basis until Closing occurs, on the same terms and conditions as are then in effect, including the scheduled adjustment of Base Rent under Section 4. 14.1. On the date of Closing, Landlord shall convey the Premises to Tenant or its designee in the amount of the Fair Option Value determined as of the date of exercise of the option. Landlord shall convey to Tenant by quit claim deed, all right title and interest, if any, of Landlord in and to the Improvements, and shall further convey to Tenant the Premises by special warranty deed , covenanting and warranting against claims of Landlord or those claiming by, through or under Landlord, and transferring marketable fee simple absolute title to the Premises, subject only to this Lease, to all state of facts an accurate survey would show, to taxes and assessments, to zoning regulations and public rights of way, the Permitted Encumbrances and to other encumbrances placed of record with the consent of Tenant; provided however, Landlord shall have no duty to discharge any lien or encumbrance created by, through or under Tenant, but Landlord shall cause any and all mortgage or deed of trust liens affecting Landlord's fee ownership of the Premises to be paid and discharged at Closing. Landlord shall also execute and furnish Tenant with a standard "owner's affidavit" so as to enable Tenant to obtain an owner's policy of title insurance at Closing, without exception, as to Landlord's acts only, for mechanic's liens, rights of parties in possession and such other matters as may be covered under the standard title company affidavit for owners. In connection with the closing or incidental to the conveyance of the Premises, Tenant shall pay any and all recording costs, and Landlord and Tenant shall each pay one-half of any escrow fees charged by Tenant's title insurance company and closing escrow agent, but otherwise Landlord and Tenant shall pay their own respective costs. At the option and election of Tenant to be exercised in writing at the closing, the Lease may be terminated effective as of the conveyance of the Premises. There shall be no adjustments for real estate taxes and assessments or for any other costs or charges payable by Tenant under the Lease. Closing shall occur at the offices of a national title company designated by Tenant located in St. Louis County. All other closing matters shall be handled in accordance with the standard closing practices of the title company. (c) For purposes of this option to purchase the Premises, it is expressly understood and agreed that the term "Fair Option Value" shall mean the greater of (x) $2,999,997 $ or (y) Fair Market Value of Landlord's title to the Land comprising part of the Premises with such Fair Market Value of the Land to be determined as if the Land were not improved and were unencumbered by this Lease. Tenant's estimate of the Fair Market Value shall be supported by a written appraisal prepared by an appraiser who is an Member of the Appraisal Institute ("MAI") having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. In the event Landlord shall not agree with the Fair Market Value as so determined by TenantXxxxxx's appraiser, Landlord shall so notify Tenant in writing within thirty (30) days from receipt of Tenant's advice as to the Fair Market Value (such notice to include a written appraisal prepared by an MAI appraiser having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. If Landlord and Tenant are unable to reach agreement within thirty (30) days after the date of Landlord's response to Tenant, then the issue of Fair Market Value shall be submitted to binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") or a similar arbitration mechanism if AAA is no longer in existence. Each party shall pay the fees and expenses of its appraiser and one-half the fees and expenses of the arbitrator.

Option to Purchase Premises. (aNotwithstanding the provisions of Section 19.1 of the Lease, in the event Tenant subdivides the Premises into legally separate parcels or lots, Tenant may, subject to the condition set forth in the following sentence, exercise its Purchase Option with respect to any or all of such separate parcels or lots. Landlord shall have the right to reject Tenant's exercise of its Purchase Option with respect to less than all of such parcels or lots, if Landlord determines in its reasonable judgment that the value of the portion of the Premises remaining after the sale of such lot(s) or parcel(s) will be adversely affected by such sale. Tenant shall be entitled provide to elect, Landlord at Tenant's sole cost and expense such documents and information reasonably required by Landlord hereby grants Tenant in order for Landlord to determine the option, to purchase value of the entirety remaining portion of the Premises, including without limitation, an appraisal of the remaining portion of the Premises prepared by an appraiser approved by Landlord. In the event Tenant properly exercises its Purchase Option with respect to be exercised at any time during the term of this Lease on not less than sixty (60) days and not more than twenty-four (24) months' prior written notice to Landlord, at a price equal to the Fair Option Value (defined below) determined as all of the date of exercise of the option. Tenant's notice of exercise of the option shall be deemed and shall constitute an irrevocable acceptance by Tenant of Landlord's irrevocable offer to sell and convey the Premises to Tenant. (b) If Tenant shall exercise its option to purchase the Premises, the closing on such option and Purchase Price shall be the conveyance portion of the Funded Amount reasonably allocated by Landlord to Tenant the portion of the Premises (being purchased under the "Closing") shall take place on such date designated by Tenant in its notice of exercise but no later than two (2) years after the date of exercise of the option. In the event Closing shall be scheduled to occur after expiration of the TermPurchase Option, the Term shall be automatically renewed on a month-to-month basis until Closing occurs, on the same terms and conditions as are then in effect, including the scheduled adjustment of Base Rent under Section 4. 1. On the date of Closing, Landlord shall convey the Premises to Tenant or its designee in plus the amount of any reasonable and customary fees, costs and expenses of Landlord associates with the Fair Option Value determined as of the date of exercise of the option. Landlord shall convey to Tenant by quit claim deedsale, all right title and interestbreak funding costs, if any, of Landlord in plus any then due and delinquent Base Rent and Additional Rent, if any, under the Lease and the sale shall be consummate pursuant to the Improvements, and shall further convey to Tenant the Premises by special warranty deed , covenanting and warranting against claims terms of Landlord or those claiming by, through or under Landlord, and transferring marketable fee simple absolute title to the Premises, subject only to this Lease, to all state of facts an accurate survey would show, to taxes and assessments, to zoning regulations and public rights of way, the Permitted Encumbrances and to other encumbrances placed of record with the consent of Tenant; provided however, Landlord shall have no duty to discharge any lien or encumbrance created by, through or under Tenant, but Landlord shall cause any and all mortgage or deed of trust liens affecting Landlord's fee ownership of the Premises to be paid and discharged at Closing. Landlord shall also execute and furnish Tenant with a standard "owner's affidavit" so as to enable Tenant to obtain an owner's policy of title insurance at Closing, without exception, as to Landlord's acts only, for mechanic's liens, rights of parties in possession and such other matters as may be covered under the standard title company affidavit for owners. In connection with the closing or incidental to the conveyance of the Premises, Tenant shall pay any and all recording costs, and Landlord and Tenant shall each pay one-half of any escrow fees charged by Tenant's title insurance company and closing escrow agent, but otherwise Landlord and Tenant shall pay their own respective costs. At the option and election of Tenant to be exercised in writing at the closing, the Lease may be terminated effective as of the conveyance of the Premises. There shall be no adjustments for real estate taxes and assessments or for any other costs or charges payable by Tenant under the Lease. Closing shall occur at the offices of a national title company designated by Tenant located in St. Louis County. All other closing matters shall be handled in accordance with the standard closing practices of the title company. (c) For purposes of this option to purchase the Premises, it is expressly understood and agreed that the term "Fair Option Value" shall mean the greater of (x) $2,999,997 or (y) Fair Market Value of Landlord's title to the Land comprising part of the Premises with such Fair Market Value of the Land to be determined as if the Land were not improved and were unencumbered by this Lease. Tenant's estimate of the Fair Market Value shall be supported by a written appraisal prepared by an appraiser who is an Member of the Appraisal Institute ("MAI") having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. In the event Landlord shall not agree with the Fair Market Value as so determined by Tenant's appraiser, Landlord shall so notify Tenant in writing within thirty (30) days from receipt of Tenant's advice as to the Fair Market Value (such notice to include a written appraisal prepared by an MAI appraiser having not less than fifteen (15) years experience in the appraisal of commercial real estate in St. Louis County. If Landlord and Tenant are unable to reach agreement within thirty (30) days after the date of Landlord's response to Tenant, then the issue of Fair Market Value shall be submitted to binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") or a similar arbitration mechanism if AAA is no longer in existence. Each party shall pay the fees and expenses of its appraiser and one-half the fees and expenses of the arbitrator.Section 19.1