Common use of Option to Purchase Clause in Contracts

Option to Purchase. At any time during the Term of this Lease, Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the option.

Option to Purchase. At any time during the Term of this Lease, Tenant shall have the option to purchase that portion of the Premises utilized and occupied by Landlord hereby grants the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus PropertyLeased Premises, at any time on or after the Fifth (5th) year anniversary date of this Lease Agreement, at fair market value but in no event less than Six Million Dollars ($6,000,000.00) provided that Tenant is not in default under the terms of the Lease and the Lease has not otherwise been terminated. In determining fair market value, an appraiser shall be obtained by Tenant, at Tenant’s expense, and shall value the property as an adult cabaret. In the event Landlord sells any parcels comprising is in disagreement with the Premises prior to Tenant's exercise appraisal provided by CONFIDENTIAL TREATMENT REQUESTED Portions of this optionexhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission. Tenant, this option then in such event Landlord shall extend only obtain an appraiser, at Landlord’s expense, to value the remaining Premisesproperty as an adult cabaret. The purchase price In the event there is more than a 5% difference in the appraised values between Tenant’s appraisal and Landlord’s appraisal, the parties shall retain a third appraisal, said appraiser to be equal selected by Tenant’s and Landlord’s two appraisers, for a final appraisal to the Fair Market Value of the Premisesbe performed for a valuation as an adult cabaret, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and with the cost of the third appraisal being borne by the party whose initial appraisal is farthest from the initial appraisals. If Tenant wishes to exercise such appraisal option Tenant shall deliver to Landlord a written notice in substantially the following form, addressed to Landlord and signed by Tenant and given in accordance with the provisions of this Article, within the period for exercising the Option, submitted with a bank cashier’s check or money order payable to the order of Landlord in the amount of $100,000.00 (the “Xxxxxxx Money”) shall be borne equally by an effective exercise of Tenant’s Option, to wit: [DATE] “We hereby exercise the Landlord and Option to purchase the Tenant. If no agreement can be reached property described in choosing such an appraiserthe Lease, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree pursuant to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). Option contained in that certain Lease Agreement between us pertaining to said Premises.” The determination closing of the Fair Market Value by the Independent Appraiser such Purchase shall be binding on within sixty (60) days from the parties. "Appraiser," as used date of notice .Such exercise will not xxxxx Rent or any other Obligation in this paragraph, shall include duly licensed real estate brokersLease and same will continue until Closing on said Option. Tenant may exercise the option to purchase All costs of Sale will be born by delivering written notice to Landlord of its election to exercise the optionTenant.

Option to Purchase. At any time during the Term of this Lease, Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the a one time option to purchase the Surplus PropertyProject at the Option Purchase Price (as defined below) during Initial Term (a) while the Project is not on the Market for Sale or being marketed for sale as a package with other real property, and (b) while the originally named Landlord is the owner of the Project, provided the originally named Tenant is a tenant in the Building in occupancy of all of its space and not in default of the Lease (“Purchase Option”). In The Purchase Option shall terminate and be of no further force or effect if the event Project is sold by Landlord sells any parcels comprising the Premises prior to another party either under circumstances where Tenant's exercise ’s First Offer to Purchase did not apply or where Tenant elected not to purchase as provided in Section 1 and all subsections thereof of this optionAddendum, or where the Project is sold to another party before Tenant exercises the Purchase Option as provided in this option Section 2 and all subsections thereof. To exercise the Purchase Option, Tenant shall extend only provide unconditional written notice of exercise, accompanied by a cash Deposit in the amount described in Section 3.3 below, to Landlord during the Initial Term (not during any Extension Period, if any) but not during any period that the Project is on the Market for Sale (“Tenant’s Purchase Option Notice”). The Option Purchase Price for the Project shall be in the applicable amount set forth in Section 2.3 below. If Tenant provides Tenant’s Purchase Option Notice and Deposit, the parties shall proceed with the purchase and sale of the Project as provided in Section 3 below. Tenant may not elect to rescind, revoke, modify, terminate, cancel or otherwise amend any Tenant’s Purchase Option Notice or not acquire the Project after providing Tenant’s Purchase Option Notice. Notwithstanding anything to the remaining Premises. The purchase price shall contrary in the Lease or this Addendum, Tenant acknowledges and agrees that the Purchase Option is subject and subordinate to any deed of trust now or hereafter placed on the Project and that any lender will not be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable obligated to agree to recognize such option in the Fair Market Valueevent of a foreclosure, then trustee’s sale or deed in lieu thereof or in connection with providing any subordination, attornment and non-disturbance agreement. Notwithstanding anything to the contrary, the Purchase Option shall terminate and be of no further force or effect at the earlier of (i) the date Landlord Appraiser and sends a Sale Terms Notice or Third Party Price that is not accepted by Tenant, or (ii) the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination end of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionInitial Term.

Option to Purchase. At any time during the Term of this Lease, Landlord hereby grants Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus PropertyReal Property and Building ("Purchase Option"). The Purchase Option must be exercised prior to the expiration of the Third Lease Year for the purchase price of $7,000,000 plus one percent (1%) per month beginning with the Commencement Date (the "Purchase Price"). Tenant shall provide Landlord with written notice of its exercise of the Purchase Option prior to expiration of the Third Lease Year. In the event Tenant exercises its Purchase Option, such sale shall close no later than six (6) months after option exercise and Landlord sells shall, upon receipt of the Purchase Price together with full payment of any parcels comprising unpaid Rent and other amounts due and payable by Tenant with respect to any period ending on or before the date of the purchase, deliver to Tenant a statutory warranty deed which conveys to Tenant the Real Property and Building free and clear of all monetary liens and free of all other encumbrances except those Tenant has agreed in writing to accept; provided, Tenant's sole remedy in the event it does not accept any nonmonetary encumbrance is to terminate its Purchase Option. Landlord covenants and agrees that until the end of the Third Lease Year it will not further encumber the Premises prior to Tenant's exercise except with utility easements and/or other items necessary for the use and operation of this optionthe Real Property; provided, consensual monetary encumbrances which are removed by closing are permitted. Upon such conveyance of the Real Property and Building, this option Lease shall extend only to the remaining Premisesterminate. The purchase price Landlord shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and pay the cost of standard title insurance, attorneys' fees incurred by Landlord in connection with such appraisal conveyance, real estate excise taxes and one-half of the escrow fee. Tenant shall pay all recording fees and attorneys fees incurred by Tenant in connection with the conveyance of the Real Property and Building, any title insurance premium above standard coverage, any personal property tax and one-half of the escrow fee. If such sale shall fails to be consummated this Lease shall continue in full force and effect, and any options to extend or renew the Term of this Lease which otherwise would have expired during the escrow period of such proposed sale shall be borne equally by deemed to remain in effect for thirty (30) days after termination of the Landlord and escrow or other arrangement covering the Tenantclosing of such proposed sale. If no agreement can be reached in choosing such an appraisersale fails to close due to a default by Tenant, then Tenant shall reimburse Landlord all Landlord's out-of-pocket costs directly related to such sale as Landlord's sole remedy. Tenant agrees to cooperate with Landlord if Landlord elects to complete the sale as a like kind exchange under Section 1031 of the Internal Revenue Code, and Landlord shall select an appraiser (the "pay Tenant for any additional cost incurred and indemnify and hold Tenant harmless from and against any liability sustained as a result of such cooperation. Landlord Appraiser") shall use a qualified intermediary and the Tenant shall select an appraiser (the "Tenant Appraiser") and employ direct deeding in any such appraisers shall mutually agree upon the Fair Market Valueexchange. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser Such purchase shall be binding on an "as-is" basis, but without releasing or indemnifying Landlord from any liability, and Landlord shall, as part of such sale, assign to Tenant all warranties and indemnities received from its seller, the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionSeattle School District.

Option to Purchase. At any time during the Term of this Lease, Landlord hereby grants Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus PropertyReal Property and Building ("Purchase Option"). The Purchase Option must be exercised prior to the expiration of the Third Lease Year for the purchase price of $7,000,000 plus one percent (1%) per month beginning with the Commencement Date (the "Purchase Price"). Tenant shall provide Landlord with written notice of its exercise of the Purchase Option prior to expiration of the Third Lease Year. In the event Tenant exercises its Purchase Option, such sale shall close no later than six (6) months after option exercise and Landlord sells shall, upon receipt of the Purchase Price together with full payment of any parcels comprising unpaid Rent and other amounts due and payable by Tenant with respect to any period ending on or before the date of the purchase, deliver to Tenant a statutory warranty deed which conveys to Tenant the Real Property and Building free and clear of all monetary liens and free of all other encumbrances except those Tenant has agreed in writing to accept; provided, Tenant's sole remedy in the event it does not accept any no monetary encumbrance is to terminate its Purchase Option. Landlord covenants and agrees that until the end of the Third Lease Year it will not further encumber the Premises prior to Tenant's exercise except with utility easements and/or other items necessary for the use and operation of this optionthe Real Property; provided, consensual monetary encumbrances which are removed by closing are permitted. Upon such conveyance of the Real Property and Building, this option Lease shall extend only to the remaining Premisesterminate. The purchase price Landlord shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and pay the cost of standard title insurance, attorneys' fees incurred by Landlord in connection with such appraisal conveyance, real estate excise taxes and one-half of the escrow fee. Tenant shall pay all recording fees and attorneys fees incurred by Tenant in connection with the conveyance of the Real Property and Building, any title insurance premium above standard coverage, any personal property tax and one-half of the escrow fee. If such sale shall fails to be consummated this Lease shall continue in full force and effect, and any options to extend or renew the Term of this Lease which otherwise would have expired during the escrow period of such proposed sale shall be borne equally by deemed to remain in effect for thirty (30) days after termination of the Landlord and escrow or other arrangement covering the Tenantclosing of such proposed sale. If no agreement can be reached in choosing such an appraisersale fails to close due to a default by Tenant, then Tenant shall reimburse Landlord all Landlord's out-of-pocket costs directly related to such sale as Landlord's sole remedy. Tenant agrees to cooperate with Landlord if Landlord elects to complete the sale as a like kind exchange under Section 1031 of the Internal Revenue Code, and Landlord shall select an appraiser (the "pay Tenant for any additional cost incurred and indemnify and hold Tenant harmless from and against any liability sustained as a result of such cooperation. Landlord Appraiser") shall use a qualified intermediary and the Tenant shall select an appraiser (the "Tenant Appraiser") and employ direct deeding in any such appraisers shall mutually agree upon the Fair Market Valueexchange. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser Such purchase shall be binding on an "as-is" basis, but without releasing or indemnifying Landlord from any liability, and Landlord shall, as part of such sale, assign to Tenant all warranties and indemnities received from its seller, the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionSeattle School District.

Option to Purchase. At (A) Lessor hereby grants to Lessee and to any Transferees approved by Lessor as provided herein an option to purchase the Property (the “Option”) on the following terms and conditions. The Option may be exercised at any time during after the Term effective date of legislation enacted by the United States Congress that authorizes the conveyance of the Property to Lessee or a Successor Entity but prior to the expiration or earlier termination of the Lease. Upon Lessee (or its Transferee) notifying Lessor, in writing, of its intention to exercise the Option, Lessor and Lessee (or its Transferee) shall work cooperatively to facilitate the sale of the Property promptly. The purchase price to be paid by Lessee (or its Transferee) to Lessor for the sale of the Property (the “Purchase Price”) shall be equal to the appraised value of the Property in fee simple without encumbrances, less the sum of (a) $7,250,000, and (b) all Additional Rent payments made by Lessee under Article 3-2 of this Lease. (B) If Lessee desires to exercise the Option, Tenant it shall notify the Lessor in writing. Lessor shall, at its own cost, obtain an appraisal of the Property as unencumbered fee simple land, suitable for use as commercial office/retail property within 120 days. If Lessee does not accept the appraisal, Lessee may obtain a second appraisal at its own cost. If the Lessor and Lessee do not agree on the appraised value based on the first two appraisals, the two appraisers shall select a third appraiser to prepare a third appraisal, the cost of which shall be borne equally by Lessor and Lessee. As among the three appraisals, the middle appraised value shall be binding. (C) All closing costs of any nature not otherwise expressly allocated herein, including, without limitation, filing fees, conveyancing, examination of title, title insurance, survey, settlement fees, tax certificates, if any, and notary fees, shall be shared and allocated between the parties in accordance with the customary allocation of such items in the District of Columbia in commercial transactions between private parties. Notwithstanding the foregoing, Lessee (or its Transferee) shall pay the District of Columbia Real Property Deed Recordation Tax at settlement. Lessor shall be responsible for paying the District of Columbia Real Property Deed Transfer Tax in respect of this transaction, provided Lessor may file a claim for exemption therefrom. Nothing herein is intended to modify the applicability or effect of any statutory exemptions from recordation or transfer taxes otherwise applicable to this transaction. Lessee (or its Transferee) shall pay its own attorneys’ fees and any costs arising out of Lessee’s (or its Transferee’s) financing arrangements. (D) The deed conveying the Property from the Lessor to the Successor Entity shall include a provision, which shall run with the land, obligating the Successor Entity to pay fifty percent (50%) of the actual costs incurred by the Lessor for maintenance, repairs, landscaping and improvements only to the extent chargeable to roads and sidewalks contiguous to the Property (not including any parks). Such payment will be made upon receipt of xxxxxxxx from the Department of State. (E) Upon conveyance of the Property, this Lease shall terminate and Lessee shall have no further obligations hereunder except as specifically provided herein. At the time of such conveyance and at Lessee’ request, Lessor and Lessee shall enter into an agreement obligating Lessor to continue to provide fifteen street parking spaces (or such lesser amount as is agreed upon by Lessor and Lessee for a parking fee adjusted annually to reflect the average of three prevailing, commercial rates for parking in the vicinity of the International Center). (F) In the event Lessee (or its Transferee) purchases the Property, Lessee (or its Transferee) shall have the option to purchase either or both of Park I or Park III (each a “Park” and together, the “Parks”, and described on Appendix D attached hereto and hereby made a part hereof), provided that portion the closing of the Premises utilized and occupied purchase of either or both of Park I or Park III takes place no later than three (3) years following the effective date of legislation enacted by the Tenant in United States Congress that authorizes the conveyance of the Property to Lessee (or its truck line operationsTransferee). In such event, or an integral part of any land or building so utilized or occupiedthe purchase price for Park I shall be $2,217,716, but and the purchase price for Park III shall not have the option to purchase the Surplus Propertybe $1,104,414. In the event Landlord sells any parcels comprising Lessee (or its Transferee) elects not to purchase either or both Park I or Park III within the Premises prior three (3) year period set forth above, Lessee (or its Transferee) shall have a continuing right of first offer thereafter to Tenant's exercise purchase or lease such Park or Parks at their fair market value. In the event Lessor, in its sole discretion, elects to sell or lease either Park to a third party more than three (3) years following the effective date of this option, this option shall extend only to legislation enacted by the remaining Premises. The purchase price shall be equal to United States Congress that authorizes the Fair Market Value conveyance of the PremisesProperty to Lessee (or its Transferee), it shall notify Lessee (or its Transferee), in writing, of its intent to sell or lease, as determined by the case may be, Park I, Park III, or both, as applicable. Lessee (or its Transferee) shall have ninety (90) days within which to notify Lessor of its interest in purchasing or leasing any Park being offered for sale or lease, as the case may be. If Lessor and Lessee (or its Transferee) are unable to agree upon the fair market value of such Park or Parks within ninety (90) days of Lessee’s (or its Transferee’s) notice of expression of interest to Lessor, Lessor shall, at its own cost, obtain an appraisal of such Park or Parks. If Lessee (or its Transferee) does not accept the appraisal, Lessee (or its Transferee) may obtain a duly qualified second appraisal at its own cost. If Lessor and Lessee (or its Transferee) do not agree on the appraised value based on the first two appraisals, the two appraisers shall select a third appraiser mutually agreeable to the Landlord and Tenant and prepare a third appraisal, the cost of such appraisal which shall be borne equally by the Landlord Lessor and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser Lessee (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of or its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"Transferee). The determination of highest and lowest appraised values shall be disregarded and the Fair Market Value by purchase price or rent, as applicable, shall be deemed to be equal to the Independent Appraiser remaining appraised value, which amount shall be binding on upon the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may If Lessee (or its Transferee) does not notify Lessor of its intent to exercise the its option to purchase or lease Park I, Park III, or both, as applicable, within ninety (90) days from the date it is offered by delivering Lessor to Lessee (or its Transferee) as provided above, Lessor shall be free to sell or lease Park I, Park III, or both, as applicable, on the open market to an outside party within one (1) year following the expiration of such ninety (90) day period. Should Lessor fail to sell or lease within such one (1) year period, and provided Lessor has not been actively and continuously pursuing the sale or lease, as the case may be, of either or both Parks despite the expiration of such one (1) year period, Lessee’s (or its Transferee’s) right of first offer shall again be applicable in the event Lessor decides to sell or lease either or both Parks. (G) Subject to the prior written approval of Lessor (which approval may be granted, conditioned or denied in accordance with the standards applicable to Lessor’s consent rights with respect to proposed Transferees) and to all the other terms and conditions set forth in this Lease, Lessee shall have the right to Transfer its Option to a third party. Such Option may be Transferred any time after Lessor has received written notice to Landlord from Lessee of its election intention to exercise Transfer such Option and Lessee has received Lessor’s approval of the optionproposed Transfer. Notwithstanding the foregoing, no such Transfer shall be effective for any purpose until Lessor is given no less than thirty (30) days’ advance written notice thereof and until Lessor receives (i) an executed counterpart of the instrument of Transfer containing, inter alia, the name, address and telephone number of the Transferee, (ii) an executed instrument of assumption of Lessee’s obligations under the Lease by said Transferee, effective as of the date of the Transfer, and (iii) an affidavit of the Transferee or the managing member, principal, officer, or general partner thereof, setting forth the names and addresses of all individuals or entities having interests in the Transferee and of all directors and officers of the Transferee; provided, however, that if the Transferee is an entity whose stock or ownership interests are publicly traded, the affidavit shall be limited to those individuals or entities with greater than a five percent (5%) ownership interest in the Transferee. Lessee’s right under this Article shall not be assignable or transferable separate and apart from this Lease, it being the intent of the parties that such right and this Lease shall be owned by one and the same party who shall be the Lessee hereunder. (H) In the event Lessor conveys title to the Property to Lessee or its Transferee, the Lease shall terminate in accordance with Article 10-1(E), above, and the covenants set forth in subsections A. through F., below (with Lessor as “Grantor” and Lessee or its Transferee as “Grantee”), shall be included in the quitclaim deed as covenants running with the land; provided, however, that the covenant granting an easement to access and enter the Property for the purpose of maintaining and repairing the Parks, as set forth in subsection D.(i), below, shall be included in the quitclaim deed as a covenant running with the land only if Lessor (or its successors or assigns) remains the fee owner of the Parks at the time in which the title to the Property is conveyed to Lessee or its Transferee.

Option to Purchase. At any time during the Term of this Lease, Tenant shall have the option Lessor hereby grants to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have Lessee the option to purchase the Surplus Property. In Leased Property by written notice (the event Landlord sells "Option Notice") to Lessor at any parcels comprising time during the Premises prior to Tenant's exercise last six (6) months of the initial term of this option, this option shall extend only to the remaining PremisesLease. The purchase price shall be equal to the Fair Market Value greater of (a) $675,000.00 or (b) the then fair market value of the Premises, Leased Property as determined by the appraisal procedure hereinafter set forth. At the time of the Option Notice, Lessee shall select and give notice to Lessor of the name of a duly qualified appraiser mutually agreeable local appraiser, and within ten (10) days after the Option Notice Lessor shall select and give notice to Lessee of the Landlord name of a local appraiser. The two appraisers so selected shall within twenty (20) days after the Option Notice select and Tenant give notice to Lessor and Lessee of the cost name of such appraisal shall be borne equally by a third local appraiser. In the Landlord and the Tenant. If no agreement can be reached in choosing such event either party fails to timely select an appraiser, then the Landlord appraisal hereinafter described shall be conducted by the appraiser selected by the other party. In the event Lessor and Lessee each timely select an appraiser (but the "Landlord Appraiser") two appraisers selected are unable to timely select a third appraiser, the third appraiser shall be selected by the Presiding Judge of the Superior Court of the State of Arizona in and for the County of Maricopa. Each appraiser shall be an independent M.A.I. appraiser with experience appraising industrial properties in Maricopa County, Arizona similar to the Premises. The appraiser or appraisers selected shall determine the then fair market value of the Premises and the Tenant Equipment and shall select an give notice thereof to Lessor and Lessee within thirty (30) days after the notice is given of the selection of the last appraiser. The appraiser (or appraisers may seek the "Tenant Appraiser") and such appraisers shall mutually agree upon assistance of a knowledgable entity or individual in connection with the Fair Market Value. Each party shall bear appraisal of the cost of its selected appraiserEquipment. If the Landlord Appraiser and the Tenant Appraiser appraisers are unable to agree as to the Fair Market Valuethen fair market value of the Premises or the Equipment, each appraiser shall make an appraisal of the then fair market value of the Landlord Appraiser Premises and the Tenant Appraiser Equipment, and the appraised value of the Premises or the Equipment, as the case may be, shall select a mutually agreeable independent be the average of the three appraisals for the item in question, provided, however, if any appraisal deviates by more than 10% from the average of the other two appraisals, the appraised value shall be the average of the other two appraisals. The appraisers shall give written notice to Lessor and duly qualified appraiser Lessee of the then fair market value of the Premises and of the Equipment (the "Independent AppraiserAppraisal Notice Date"). The determination Within fifteen (15) days after the Appraisal Notice Date Lessee shall give written notice to Lessor as to whether the Lessee elects to purchase the Leased Property. If Lessee fails to timely give such notice, Lessee shall be deemed to have elected to purchase the Leased Property. If Lessee timely elects to purchase the Leased Property, the fee and expenses of the Fair Market Value appraiser selected by the Independent Appraiser Lessee shall be binding borne by Lessee, the fee and expenses of the appraiser selected by Lessor shall be borne by Lessor and the fee and expenses of the third appraiser shall be borne fifty percent (50%) by Lessee and fifty percent (50%) by Lessor. If Lessee does not timely elect to purchase the Leased Property, the fees and expenses of the three appraisers shall be borne by Lessee. Lessee shall have no obligation to purchase the Leased Property as a result of having given the Option Notice. Within fifteen days (15) days after Lessee elects to purchase the Leased Property, an escrow shall be opened with an office of First American Title Insurance Company of Arizona (the "Escrow Agent"). Escrow Agent within ten (10) days after the opening of escrow shall deliver to Lessor and Lessee a preliminary title report or commitment for an extended coverage owner's title insurance policy (the "Preliminary Report") to insure fee simple title in Lessee or any nominee designated by Lessee (the "Buyer") as to the Premises, under which the insured is the Buyer and in the amount of the purchase price for the Premises. In addition to the Preliminary Report, the Escrow Agent shall simultaneously deliver to Lessee copies of all recorded documents identified in any portion of the Preliminary Report. Lessor represents and warrants that on the partiesdate hereof it is the owner of the Premises and title to the Premises is free and clear of liens, encumbrances, adverse claims and all other matters except the matters set forth on Exhibit C attached hereto and made a part hereof. "Appraiser," as used Lessor represents and warrants that at the time of closing of the escrow relating to the option to purchase, there will be no matters affecting title to the Premises other than then current real property taxes, a lien not yet due and payable, and items 1 through 8 inclusive, set forth on Exhibit C, and Lessor at its expense at the close of escrow shall cause to be satisfied, if not previously satisfied, the matters set forth in this paragraphitems 9, shall include duly licensed real estate brokers. Tenant may exercise 10, 11 and 13 set forth on Exhibit X. Xxxxxx represents and warrants that on the date hereof and at the closing of the option to purchase it is the owner of the Equipment and title thereto is free and clear of any liens, encumbrances, adverse claims and all other matters except the matters set forth on Exhibit C, and Lessor at its expense at the close of escrow shall cause to be satisfied, if not previously satisfied, the matters set forth in items 9, 10, 11 and 13 set forth on Exhibit C. The Escrow Instructions shall be in the standard form then used by delivering written notice Escrow Agent and shall include the applicable provisions of this paragraph. Escrow shall close within 120 days after the Appraisal Notice Date. The purchase price shall be payable in cash at the close of escrow. Lessor shall be charged the premium for a standard coverage owner's policy and Lessee shall be charged the additional premium for the issuance of an extended coverage owner's policy. Escrow fees shall be borne fifty percent (50%) by Lessor and fifty percent (50%) by Lessee, and all other costs, expenses and prorations shall be charged and made in accordance with the custom then prevailing in Maricopa County, Arizona. At close of Escrow, Lessor shall execute and deliver for the benefit of the Buyer a warranty deed with respect to Landlord the Premise which shall warrant title subject only to those matters permitted pursuant to this paragraph and a xxxx of its election sale with respect to exercise the optionEquipment which shall warrant title without exceptions as set forth in this paragraph.

Option to Purchase. At any time during (i) For a period of thirty (30) days after receipt of the Term of this LeaseOffer Notice and the certificate referred to in Section 11.2(b) (the "Offer Period"), Tenant the Offeree Members shall have the option right to elect to exercise their respective options to purchase, on the same terms contained in the Offer Notice on which the Proposed Assignee has agreed to purchase the Offered Interests, up to that portion percentage of the Premises utilized and occupied Offered Interests determined by dividing the total Ownership Percentage then owned by such Offeree Member by the Tenant in its truck line operationstotal Ownership Percentages then owned by all Offeree Members (the "Proportionate Share") plus any Excess Offered Interests described below; provided, or an integral part of any land or building so utilized or occupiedhowever, but that the Offeree Members shall not have the right to purchase less than all of the Offered Interests unless the Offering Member consents to the purchase of less than all of the Offered Interests. (ii) Each Offeree Member's option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price Offered Interests hereunder shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase exercisable by delivering written notice to Landlord such effect, prior to the expiration of the Option Period, to the Offering Member, the Company and, if applicable, the other Offeree Members (a "Offeree's Notice"). Each Offeree Member shall have the right and may indicate in the Offeree's Notice its desire to participate in the purchase of such Offered Interests in excess of its election Proportionate Share. The failure of an Offeree Member to exercise its option to purchase the optionOffered Interests prior to the expiration of the Offer Period shall be deemed to be a waiver of its right to participate in the purchase of the Offered Interests. (iii) If any Offeree Member does not elect to purchase all of its respective Proportionate Share of the Offered Interests, then the Offered Interests that were available for purchase by all such declining Offeree Members (the "Excess Offered Interests") shall automatically be deemed to be accepted for purchase by the Offeree Members who indicated in their Offeree's Notices a desire to participate in the purchase of Offered Interests in excess of their Proportionate Share. Unless otherwise agreed by all of the Offeree Members participating in the purchase, each Offeree Member shall purchase an amount of Excess Offered Interests equal to the product of (A) the amount of Excess Offered Interests and (B) a fraction, the numerator of which is the total Ownership Percentage then owned by such Offeree Member and the denominator of which is the total Ownership Percentages then owned by all Offeree Members who participate in the purchase of Excess Offered Interests.

Option to Purchase. At any time during the Term of this Lease, Landlord hereby grants to Tenant shall have the option to purchase that portion (the "Purchase Option") at fair market value on the fifth, tenth and fifteenth anniversary hereof by giving Landlord written notification of the exercise of the option not less than Ninety (90) days prior to the option date. The fair market value of the Premises utilized will be determined by appraisal pursuant to this Section 23.C. Tenant and occupied Landlord shall, within fifteen (15) days after Tenant exercises the Purchase Option, provide to the other party the name of a person selected to act as appraiser on behalf of such party. The two appraisers thus appointed shall jointly agree upon a third appraiser within ten (10) days after both appraisers have been selected in accordance with the preceding sentence. Within ten (10) days after appointment of the third appraiser each party shall provide to the appraisers all customary information as may be requested by any of the appraisers, including, but not limited to, a complete history of operating costs and expenses for the Property. Within thirty (30) days after the date of the appointment of the third appraiser, the appraisers shall have completed the appraisal of the Premises to determine the fair market value. Each appraiser shall value the Premises as if the Premises was vacant and had no tenants at the time of such appraisal, however, in no event shall the fair market value of the Premises be determined to be less than the price which was paid by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have Landlord to acquire the option Premises on the date hereof. The parties hereto acknowledge that the provisions to purchase determine the Surplus Propertyfair market value are fair and reasonable. In the event Landlord sells any parcels comprising that the appraisers cannot agree upon the fair market value of the Premises, then the fair market value of the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value average of the Premisestwo appraisal values which are closest together. In any event, as the appraised value determined by a duly qualified appraiser mutually agreeable to the in accordance with this Paragraph 24C shall be final and binding upon Landlord and Tenant. Any appraiser appointed pursuant to this Paragraph 24C must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto) and must be an appraiser who has regularly conducted appraisals during the five (5) year period immediately prior to appointment by the parties hereunder. 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 Section 24.C. Tenant shall pay all costs and the expenses incurred in connection with such appraisal. Upon said notification each party shall mutually agree on a MAI appraiser who will determine fair market value. The cost of such the appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then Closing on the Landlord purchase shall select an appraiser (occur within 45 days of the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionfair market value.

Option to Purchase. At any time during During the Term term of this Lease, Lease Landlord hereby grants Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus property of which the Premises are a part (the "Property") pursuant to the terms of this paragraph. A description of the Property is contained in Exhibit A attached hereto. Landlord hereby agrees that if, during the Lease Term, Landlord lists the Property for sale, within five (5) days of the date the Property is so listed Landlord shall give a written notice to Tenant advising Tenant that the Property is listed for sale. If Tenant elects to exercise its option to purchase, Tenant shall so notify Landlord in writing within thirty (30) days of the date on which Tenant received the notice that the Property is listed for sale. (a) If Tenant exercises its option, the purchase price will be 95% of the fair market value of the Property, as may be agreed upon by Tenant and Landlord in writing. If no agreement is reached regarding the purchase price, the price shall be determined by an appraiser selected by mutual agreement of Landlord and Tenant, or if no agreement is reached regarding an appraiser, each party may select a qualified appraiser and if the appraised values are within ten percent (10%) of each other, the appraised values shall be averaged and the amount so determined shall be the purchase price for the Property. If the appraised values are not within ten percent of each other, the two appraisers shall select a third appraiser and the value determined by such third appraiser shall be the purchase price for the Property. If Landlord and Tenant agree on an appraiser (or if it is necessary to use a third appraiser) the appraisal fees shall be shared equally by Landlord and Tenant. If Landlord and Tenant each select a separate appraiser, Landlord and Tenant shall each pay the fees charged by their respective appraisers. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises, as is determined by a duly qualified appraiser mutually agreeable to the appraisal, Landlord and Tenant and agree that the cost of such appraisal following criteria shall be borne equally applied by each appraiser in determining the fair market value of the Property: (i) The appraiser shall take into account the fact that the Property is used as a manufacturing facility. (ii) The appraiser may take into account the highest and best use of the Property. (iii) If the appraiser takes into account the capitalization of rents for the Property, the rental rate used by the Landlord and appraiser shall be the Tenant. If no agreement can be reached in choosing such an appraiser, then fair rental value of the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of Property based on its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select use as a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser")manufacturing facility. The determination rentals paid by Tenant hereunder shall not be considered by the appraiser as the fair rental value of the Fair Market Value Property unless the appraiser independently determines that the rent paid by Tenant is in fact the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionfair rental value.

Option to Purchase. At any time during Provided that the Term Tenant is not then in default under the terms of this Lease, then the Landlord grants Tenant the Option to Purchase the Premises at Fair Market Value, without accounting for the valuation of the lease between Landlord and Tenant, the value of the Premise based upon the fact that it possesses all permits necessary to operate an adult entertainment nightclub in the City of Hialeah, Florida, or the value of the property described on Exhibit A-1. In order to exercise this Option, Tenant shall have notify the option Landlord, in writing, of its desire to exercise the Option which shall contain a proposed purchase that portion price supported by a Real Estate Appraisal. If the Landlord agrees to the Purchase Price proposed by Tenant, then the closing shall occur within 60 days of the Premises utilized and occupied date that the Offer is received by the Landlord. Within 14 days of the Offer date, the Landlord shall notify Tenant in its truck line operationswhether it agrees to the Offer Price. If the Landlord does not agree to the Offer Price, or an integral part then the Landlord shall, within 45 days of any land or building so utilized or occupiedthe receipt of the Offer, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior send a counter-proposal to Tenant's exercise of this option, this option setting forth its proposed sale price, which sale price shall extend only be supported by a Real Estate Appraisal. (“Counter-Offer”) If the Tenant agrees to the remaining PremisesPurchase Price proposed by Landlord, then the closing shall occur within 60 days of the date that the Counter-Offer is received by the Tenant. If the Tenant does not accept the Counter-Offer, then the parties agree that the Purchase Price will be set by a third party real estate appraiser. This appraiser shall be selected by agreement of the Tenants Real Estate Appraiser and the Landlords Real Estate Appraiser, who shall independently appraise the Premise and set the purchase price. Such real estate appraisal shall be completed within 45 days of the date that the Real Estate Appraiser is selected by the Appraiser, who shall select an appraiser within 14 days of being notified that the Tenant has rejected the Landlord’s Counter-Offer. If the Appraisers cannot agree on a Third Party Real Estate Appraiser, then the Appraiser shall be selected by the American Arbitration Association. The Closing of the transaction shall occur within 30 days of the date that the Appraiser issues his Appraisal of the Premise. Notwithstanding the above, the minimum purchase price shall be equal to Two Million and 00/100 ($ 2,000,000.00). This option may be exercised by Tenant during the Fair Market Value first 37 months of the Premises, as determined by a duly qualified appraiser mutually agreeable to lease. Should the Landlord and Tenant and option not be exercised within the cost first 37 months of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiserlease, then the Landlord option shall select an appraiser (expire. In order to exercise the "Landlord Appraiser") and Option, the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If notify the Landlord Appraiser in writing as required for notice under the Lease and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser closing shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value occur as within 60 days thereafter or as soon thereafter as clear title may be give by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionLandlord.

Option to Purchase. At any time If, during the Term term of this Lease or ------------------------------- during any tenancy after the end of such term (otherwise than pursuant to an agreement which supersedes this Lease), the Tenant shall sell substantially all of its assets, or if substantially all of the stock of the Tenant is sold, the Tenant, or its assigns, shall have the option to purchase that portion the leased premises. Such option shall be exercised by written notice to the Landlord and shall terminate on the earlier of (i) one year after the closing of any such sale, or (ii) the date when the Tenant (or any assignee of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of interest under this option, this option shall extend only to Lease) no longer occupies the remaining Premisesleased premises. The purchase price shall be equal to the Fair Market Value fair market value of the Premisesleased premises as then agreed upon by the Landlord and the Tenant or, if not so agreed upon, as determined by a duly qualified appraisal. The appraisal shall be conducted by an independent appraiser mutually agreeable satisfactory to the Landlord and the Tenant or, in the event that a single independent appraiser cannot be agreed upon within thirty (30) days of a demand for appraisal, the Landlord and the cost Tenant shall each select an independent appraiser who is experienced in appraising similar property. If the Landlord and the Tenant are not able to agree upon the qualification of the appraiser as so selected by the other in accordance with the preceding sentence, than the senior judge of the District Court of the county in which the leased premises is located shall select both of the appraisers. The appraisers shall each render a written report within ninety (90) days after the selection of the second such appraisal appraiser, and the purchase price shall be borne the arithmetic mean of the value determined by such appraisers or, in the event that one appraiser is agreed upon, the purchase price shall be the value as determined by such single appraiser. The reasonable fees of the appraiser (or both appraisers if two are selected) shall be shared equally by the Landlord and the TenantTenant unless they shall otherwise agree. In determining the value of the leased premises, the rent and other terms of this Lease shall be ignored. The purchase price as so determined shall be paid, in cash, within thirty (30) days after the report of the appraisers. Upon payment of the purchase price, Landlord shall convey the leased premises to Tenant or its assigns by general warranty deed free and clear of all monetary liens and encumbrances and free and clear of all other easements, restrictions, covenants or encumbrances except any easements, restrictions, covenants or other encumbrances of record on the date hereof. If no agreement can be reached in choosing the Tenant fails to pay the purchase price as so determined within such an appraiserthirty (30) day period, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") be deemed to have not effectively exercised its option and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination all of the Fair Market Value by Tenant's rights to purchase the Independent Appraiser leased premises under this Article shall be binding terminated and of no further force or effect without notice or any action on the partiespart of the Landlord. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the Tenant's option to purchase by delivering written notice under this Article is hereby assigned and set over to Landlord Xxxxxx X. Xxxxx, and Xxxxxx X. Xxxxx shall have the exclusive right to purchase the leased premises on the terms and conditions set forth in this Article during the term of its election to exercise the optionoption herein granted.

Option to Purchase. At 26.1) If the Tenant is not in default, Landlord hereby grants Tenant the right and option to purchase the Premises at any time during the Original Term or Renewal Term. The Purchase Price shall be by mutual agreement of this Leasethe parties, or, if the parties are unable to reach an agreement within thirty (30) days, the following appraisal process will be undertaken. If the parties are unable to agree upon the purchase price, it shall be determined by appraisers selected in the following manner: Landlord and Tenant shall have each appoint an appraiser and the option to purchase that portion price shall be as determined by the two appraisers so appointed. If the higher of the two appraisals is no more than 10% greater than the lower appraisal, the purchase price of the Premises utilized and occupied shall be the average of the two appraisals. If the higher appraisal is more than 10% greater than the lower appraisal, the two appraisers will select a third appraiser [from a list of appraisers approved by the Tenant in its truck line operationsboth parties, or an integral part of any land or building so utilized or occupied, but which approval shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premisesbe unreasonably withheld]. The purchase price shall be equal to the Fair Market Value average of the Premises, as three prices determined by a duly qualified appraiser mutually agreeable to the Landlord appraisers. All appraisal costs and Tenant and the cost of such appraisal expenses shall be borne equally shared by the Landlord and parties equally. All appraisers shall be qualified appraisers of commercial properties in the TenantDayton, Ohio area. If no agreement can be reached in choosing such an appraiser, then The appraisers shall give prompt written notice of the Landlord shall select an appraiser (the "Landlord Appraiser") and the determination of purchase price pursuant to this Section. Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost exercise this option, if at all, by giving Landlord written notice of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election intent to exercise the option. Within sixty (60) days of receipt of written notice, Landlord shall convey good and marketable fee simple title, by general warranty deed, free and clear of any and all restrictions, conditions, easements, and encumbrances, except the following: (i) real estate taxes and assessments then due and payable; (ii) easements, covenants, conditions and restrictions of record; (iii) zoning, building and other laws, ordinances and regulations; (iv) all legal highways; and (v) all encumbrances on or affecting the Premises created or suffered to be created by Tenant. 26.2) Tenant shall pay rent and all expenses required under this Lease (including real estate taxes) to Landlord through the closing date.

Option to Purchase. At any time during Pursuant to the Term Lease HCPI has granted to Lessee a right of this Lease, Tenant shall have the first refusal and an option to purchase that portion from HCPI the Facility, related tangible and intangible personal property and all of HCPI's right, title and interest in and to the Premises utilized license to operate the Facility. Such right of first refusal and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase are collectively hereinafter referred to as the Surplus Property"Lease Option." The following grant to Manager of certain rights and options in respect of the Lease Option shall be so construed as not to apply unless Lessee shall have a right to exercise the Lease Option. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost Lessee receives notice of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election right to exercise the optionLease Option, Lessee shall provide Manager with a copy of such notice and shall, if permitted to do so under the terms of the Lease or if Manager so requests, exercise such option or right of first refusal and thereafter assign or convey its right, title and interest in, to and under the Lease Option to Manager. If not permitted under the terms of the Lease Option to assign or convey the Lease Option to Manager, whether before or after exercise thereof, then at Manager's request, Lessee shall proceed to acquire the Facility on Manager's behalf, pursuant to the terms of the Lease Option, and upon completion of such acquisition, Lessee shall convey the facility to Manager upon the identical terms and conditions, including purchase price, by which Lessee acquired the Facility. Subject to applicable limitations on the right of Lessee to exercise the Lease Option as may appear in the Lease, Lessee hereby grants unto Manager, its nominees, assigns, successors or representatives, the exclusive and irrevocable right and option to acquire, pursuant to the identical terms and conditions (including purchase price) set forth in the Lease Option for Lessee's purchase of the Facility, all of HCPI's right, title and interest, now or hereafter owned or possessed by HCPI, or acquired by Lessee pursuant to the Lease Option, in and to (i) the real estate on which the Facility is located, together with all buildings, structures and improvements now or hereafter located thereon, including without limitation, the Facility, and all rights, tenements, hereditaments and appurtenances thereunto belonging or in any wise appertaining thereto, all right, title and interest of HCPI in and to any and all appurtenant easements and any and all roads, streets, lanes and highways, whether public or private, adjacent to or adjoining the Facility, and the reversion or reversions, remainder or remainders, rents, issues or profits thereof, and all tangible personal property now or hereafter owned by HCPI and now or hereafter located on or at the Facility or actually or constructively attached thereto or to the buildings, structures or improvements thereon, and all right, title and interest of HCPI in and to all licenses required to operate the Facility (to the extent such licenses can be conveyed or transferred under applicable law), all as more particularly described in the Lease Option; (ii) the personal property of HCPI of any nature whatsoever, tangible or intangible, wherever situated, now or hereafter owned by HCPI and now or hereafter located on or about the Premises and/or used in connection with the operation of the Facility (collectively, the "HCPI Assets").

Option to Purchase. At any time If, during the Initial Term of this Leaseor any Renewal Term, Landlord decides to sell the Property and Building, Tenant shall have a right of first refusal to acquire the option to purchase that portion of the Premises utilized Property and occupied by the Building at Fair Market Value (defined below). Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but also shall not have the exclusive and irrevocable option during the third Renewal Term of this Lease to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase Property and Building at a price shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable independent valuation unless otherwise agreed by Landlord and Tenant, such option to be exercised, if at all, any time prior to the expiration of the third option term. If Landlord and Tenant and are not able to mutually agree on an independent appraiser whose appraisal they both agree to accept within twenty (20) days of receiving the cost of such appraisal shall be borne equally by Tenant’s notice to exercise its option, the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall each select an one qualified MAI appraiser (or appraisal firm. Each appraiser or appraisal firm shall be duly licensed in the "Tenant Appraiser") and such appraisers State of Vermont. The parties shall seek to mutually agree upon on a third appraiser or appraisal firm. In the Fair Market Value. Each party shall bear event the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser parties are unable to agree within sixty (60) days of the exercise of the Option, the two appraisal firms selected shall select the third firm. The costs of such firms shall be borne individually by the party selecting the firm and the costs of the third appraisal firm shared equally. Each of the three appraisers or appraisal firms shall form their professional opinion as to the fair market value of the Property and Building. The highest value and the lowest value shall both be disregarded and the value in the middle shall be deemed the “Fair Market Value.” The title to the Property and Building to be transferred and conveyed shall be of good clear record and marketable title in fee simple, and a title company selected by the Tenant will so insure at regular rates and be free and clear of all tenancies, liens, encroachments and encumbrances created by the Landlord, excepting (1) any survey defects or defects in title or encumbrances of record reasonably approved by Tenant, (2) any existing tenancy to any third- party to any part of the Building or Property other than that used by the Tenant, (3) real estate taxes not yet due and payable, and (4) encumbrances arising by or through the Tenant. If the title to all or part of the Property or Building is unmarketable, the Landlord shall have a reasonable time, not to exceed ninety (90) days after written notice thereof, within which to remedy any such defect, or to obtain affirmative title insurance over the same. Within sixty (60) days after the determination of Fair Market Value, then extended by such time, if any, as is necessary to cure defects, etc., the purchase and sale contemplated herein shall be closed by the Tenant paying to the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value and by the Independent Appraiser Landlord executing and delivering to the Tenant a transferable and recordable warranty deed that conveys title in the manner set forth above. Provided the closing is consummated in accordance with this Section 29, (a) Tenant shall pay for (i) one-half of any closing escrow fees, (ii) any additional premium imposed for the issuance of an owner’s policy of title insurance that provides any coverage in excess of, or in addition to, the basic premium such owner’s policy (including, but not limited to, any endorsements procured by Tenant), (iii) the cost of the survey (if Tenant elects to obtain a survey; provided the same is obtained at Tenant’s sole cost and expense), and (iv) and the cost for any environmental reports, including any Phase I or Phase II (if Tenant elects to obtain any such environmental reports; provided the same are obtained at Tenant’s sole cost and expense); and (b) Landlord shall pay for (1) the cost to record the deed, (2) the basic premium for the owner’s title insurance policy for the Purchase Price, (3) one-half of any closing escrow fees, and (4) the cost of preparation of the closing documents. The Vermont Property Transfer Tax, if applicable, shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokersborne by Tenant. Tenant may exercise shall be responsible for procuring the option title insurance policy, the survey and any environmental reports, Tenant’s approval of which will be a condition precedent to purchase by delivering written notice Tenant’s obligation to acquire the Property and the Building. Each of Landlord of its election to exercise the optionand Tenant shall be responsible for their respective attorneys’ fees.

Option to Purchase. At any time during the Term 36.1 Provided that an Event of this Leasedefault has not occurred and is continuing, Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option right to purchase the Surplus PropertyGround Lease and the Office Building Project ("Option to Purchase") at any time during the Initial Term or any Extension Term of this Lease upon giving notice in writing to Landlord and the Ground Lease Landlord (the "Purchase Notice") prior to the expiration of the Initial Term or any Extension Term hereof of Tenants intention to purchase the Premises. If Tenant exercises this Option to Purchase, then Tenant shall purchase and the Ground Lease Landlord and the Landlord shall sell their respective interests in the Ground Lease and the Office Building Project upon the terms and conditions set forth in this Section (the "Purchase Terms"). Upon the closing of title pursuant to the above-mentioned Purchase Terms, this Lease shall terminate and end. The purchase price for the Premises shall be determined by the procedure set forth below. 36.2 Ground Lease Landlord and Tenant agree to act reasonably and in good faith to negotiate a purchase price for the Ground Lease and the Office Building Project that will be equal to the then current fair market value of the Ground Lease and the Office Building Project ("Purchase Price"). The Ground Lease Landlord and the and Landlord shall independently agree to an allocation of the Purchase Price between their respective interests. In no event shall such allocation delay or prevent Tenant from closing under this Option to Purchase. In the event Landlord sells any parcels comprising the Premises prior parties are unable to Tenant's exercise of this option, this option shall extend only reach an agreement with respect to the remaining PremisesPurchase Price within thirty (30) days of the Purchase Notice then either party may notify the other of its intent to have the Purchase Price determined by appraisal. Such notice must identify the appraiser retained to make such determination, which appraiser must be engaged full time as a real estate appraiser and must be a member of the American Institute of Real Estate Appraisers. A copy of such appraiser's report indicating the appraised fair market value of the Ground Lease and the Office Building Project shall be delivered, upon receipt, to the other party. If the fair market value contained in the appraisal is not acceptable to the other party, such other party shall then have thirty (30) days to retain a second appraiser to make a separate determination and to submit a separate report indicating the fair market value of the Ground Lease and the Office Building Project. Such second appraiser must also be engaged full time as a real estate appraiser and must also be a member of the American Institute of Real Estate Appraisers. A copy of such second appraiser's report shall be delivered, upon receipt, to the other party. If the appraised fair market value of the Ground Lease and the Office Building Project according to such two (2) appraisal reports vary by ten (10%) percent or less, then the fair market values indicated in the two (2) reports shall be averaged and the value thus obtained, shall, for all purposes, conclusively be the Purchase Price. If such values vary by more than ten (10%) percent then such two (2) appraisers shall select a third appraiser, similarly qualified, who shall determine the fair market value of the Ground Lease and the Office Building Project, such determination to be conclusive on the parties. If the two (2) appraisers fail to appoint such third appraiser within thirty (30) days after delivery of the second appraiser's report, the third appraiser shall be appointed by the presiding judge of the state court of general jurisdiction for the county in which the Ground Lease and the Office Building Project are located, and such third appraiser shall then individually determine the fair market value of the Ground Lease and the Office Building Project, such determination to be binding upon each of the parties. It is expressly agreed that the determination of the fair market value of the Ground Lease and the Office Building Project by a third appraiser (whether appointed by the prior two (2) appraisers or such presiding judge) shall be a value that must be between the values determined by the results of the prior two (2) appraisers, and the submission of the dispute to such third appraiser shall so provide. It is further expressly acknowledged, understood and agreed that such appraisals shall determine the actual fair market value of the Ground Lease and the Office Building Project for the purposes of determining the Purchase Price to be paid under the Option to Purchase. In determining the fair market value of the Office Building, the Appraisers shall consider: (1) with respect to the space affected by the Lease, the fair market value rent for a comparable lease considering the space taken, term, tenant improvement allowances and other relevant factors, (2) the existence, or nonexistence, of other leases affecting the Office Building other than this Lease, and (3) a developer profit of five percent (5%). The purchase price shall be equal to the Fair Market Value fair market value of the Premises, Ground Lease and the Office Building Project as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant above procedure shall be the Purchase Price for the Ground Lease and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market ValueOffice Building Project. Each party shall bear pay all costs, fees and expenses of the appraiser appointed by it, and fifty (50%) percent of the costs, fees and expenses of the third appraiser, if any. The Closing Date of the sale and purchase shall be extended as necessary to complete the procedure set forth above, and if extended, the Closing shall occur fifteen (15) days after the Purchase Price is finally determined. In association with such sale, Landlord agrees to enter into agreements with Tenant, or use its reasonable best efforts to cause the association as the owner, to : (1) permit Tenant to utilize the chiller plant for the property in the same manner designed with some equitable arrangement for the sharing of the ongoing expenses of such chiller plant, and (2) a reciprocal rights with respect to the use of any roadways and sidewalk which provide access to the Office Building Project which are owned by Landlord, or an assignment of Landlord's rights under similar agreements with the association or any governmental entity. In the event that Tenant exercises such option, Tenant shall either: (1) assume the Ground Landlord's and Lease Landlord's mortgages encumbering the Office Building to the extent of the Purchase Price, or (2) prepay such mortgages and pay any associated prepayment penalties provided such penalties are reasonable and customary for mortgages of such type. 36.3 Notwithstanding anything contain herein to the contrary, Tenant agrees that the Purchase Price shall be the greater of the Purchase Price as determined in accordance with Section 36.2 or the actual cost of the Ground Lease and the Office Building Project (the "Office Building Project Cost") plus a five percent (5%) developer profit ("Developer Profit") (as applied to the Office Building Project Cost). The Office Building Project Cost shall be the actual cost incurred by the Ground Lease Landlord in acquiring the land upon which the Office Building Project is located and the Landlord for the construction of the Office Building Project which cost shall include, but not be limited to, the value of the land at the time of construction, all construction costs, allocation of the cost of its selected appraiserthe chiller plant providing HVAC to the Office Building Project, carrying and financing costs which are capitalized under generally accepted accounting principles, and all project soft costs. Within six (6) months of the Commencement Date of the Lease, Landlord will provide Tenant with the cost breakdown and Tenant shall have thirty (30) days to review. If Tenant accepts Landlord's Office Building Project Cost, said cost plus Developer Profit shall be deemed the minimum Purchase Price (the "Minimum Purchase Price") to be paid by Tenant if it exercises the Option to Purchase. In the event that Tenant wish to dispute the cost provided by Ground Lease Landlord Appraiser and Landlord, Tenant shall notify Ground Lease Landlord and Landlord of its intent to audit Landlord's records, and Landlord shall make timely arrangements for Tenant's representatives to conduct said audit or send such to Tenant's attorneys or accountant's offices. In the event that Ground Lease Landlord and Landlord and Tenant Appraiser are unable to agree on the Office Building Project Cost, both parties agree to submit the Fair Market Valuedispute to binding arbitration. 36.4 If Tenant exercises the Option to Purchase, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination transfer of the Fair Market Value Office Building Project will be controlled by the Independent Appraiser provisions contained in EXHIBIT "K". 36.5 Tenant, Landlord and Ground Lease Landlord agree execute and deliver a memorandum of lease and option for recording in the public records of Lee County, Florida within thirty (30) days after the date of executxxx of this Lease Such memorandum shall be binding on the parties. "Appraiser," as used in this paragrapha form reasonably satisfactory to Tenant, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionand Ground Lease Landlord.

Option to Purchase. At any time during the Term of this Lease, (A) Landlord grants to Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In Premises and the event Landlord sells Tangible Assets and the Intangible Assets ("Option"), exercisable by Tenant at any parcels comprising time beginning on the Premises Commencement Date and ending ninety (90) days prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value end of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokersTerm. Tenant may not exercise the option to purchase Option if Tenant is in material default under the Lease and Tenant has not cured such default after all required notices have been given and all grace periods have expired. (B) The Option shall be exercised by delivering written notice to Landlord of its Tenant's election to exercise the optionOption, signed by a duly authorized representative of Tenant and served upon Landlord as provided in Paragraph 28(D) hereof. (C) Landlord shall, within fifteen (15) days after Tenant exercises the Option, deliver to Tenant a commitment for the issuance of an A.L.T.A. policy of title insurance ("Commitment"), without standard exceptions, at standard rates without indemnification for matters not disclosed to Tenant, issued by a title company reasonably acceptable to Tenant("Title Agent"), in the amount of the Option Price, naming Tenant as the party to be insured, and showing title to the Premises in Landlord, free and clear of all liens and encumbrances, except those liens and encumbrances to which Tenant does not object or has waived Tenant's objection as provided in Paragraph 4(F) hereof. (D) Landlord shall make all reasonable efforts to locate a survey of the Premises (and provide Tenant with an affidavit sufficient for Title Agent to delete the survey exception on the title policy insuring title to the Premises in Tenant). If Landlord cannot locate a survey of the Premises within thirty (30) days after the Commencement Date, then Tenant shall have prepared, at Tenant's expense, an A.L.T.A. survey of the Premises sufficient for Title Agent to delete the survey exception to the title policy issued to Tenant. If Tenant is required to obtain a survey of the Premises and Tenant exercises the Option and purchases the Premises, then Tenant shall be entitled to a credit against the Option Price equal to the lesser of (i) Tenant's cost of the survey, or (ii) the sum of $3,000. (E) During the Term, Tenant may conduct, at Tenant's expense, inspections, examinations and tests of the structural components of the buildings and improvements on the Premises, the environmental and ecological condition of the Premises and other matters which Tenant desires to investigate. All such entries, tests, inspections, surveys and other examinations shall be carried out in such manner as will least disturb the Premises. Tenant must restore the Premises, as nearly as possible to its condition prior to such tests and examinations. (F) Tenant shall have thirty (30) days after Tenant receives both the Commitment and the survey (either from Landlord or from the land surveyor or civil engineer engaged by Tenant) to notify Landlord of any defects or objections to the title to the Premises or any objections with respect to any matter reflected on the survey. If Tenant notifies Landlord of any objection to the survey or any defect or objection to title to the Premises prior to the expiration of the 30-day period to object to title or the survey, Landlord shall use Landlord's best efforts to cure the defects or objections within thirty (30) days following Tenant's notice of such defects or objections. If Landlord does not cure the defects or objections within 30 days following Tenant's notice of such defects or objections, Tenant may consummate the sale of the Premises, subject to the Schedule B Exceptions to which Tenant has not objected and the Schedule B Exceptions to which Tenant has objected but Landlord cannot cure ("Permitted Exceptions") if Tenant exercises the Option. (G) At the closing ("Closing") of the sale of the Premises from Landlord to Tenant if Tenant exercises the Option, Landlord shall deliver or cause to be delivered to Tenant: (i) A Grant Deed for the Premises sufficient to pass to Tenant good, fee simple, marketable and insurable title to the Premises, free and clear of all liens and encumbrances, except the Permitted Exceptions, and shall cause to be delivered to Tenant at the Closing a revised title insurance commitment which has the effect of updating the Commitment through and including the date of closing ("Closing Date"). (ii) A Warranty Bxxx of Sale executed and acknowledged by Landlord sufficient to convey to Tenant title to the Tangible Assets in their AS IS and WHERE IS condition. (iii) An Assignment of all Intangible Assets in their AS IS and WHERE IS condition. (iv) A certification by Landlord containing the following: (a) Landlord's U.S. Taxpayer Identification Number, (b) the business address of Landlord, and (c) a statement that Landlord is not a foreign person within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended ("Code") (Landlord is not a nonresident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and the applicable regulations promulgated thereunder). (v) An Owner's Affidavit in such form as may be required by the Title Agent to issue to Tenant a title policy without standard exceptions. (vi) Any other documents required by the Title Agent to issue to Tenant a title policy without standard exceptions and to cause to be delivered a revised title insurance commitment which has the effect of updating the Commitment through and including the Closing Date. (vii) All architectural plans and specifications with respect to the Premises in Landlord's possession or control. (viii) Copies of all licenses and permits relating to the operation of the Premises; and an assignment from Landlord to Tenant assigning all assignable licenses and assignable permits relating to the operation of the Premises. (ix) A Closing Statement consistent with the terms and conditions described in this Paragraph 4. (x) An Assignment from Landlord to Tenant of this Lease. (xi) Any and all other documents reasonably required by Tenant, Tenant's attorneys, Tenant's lender, if any, and/or Title Agent to consummate the sale of the Premises from Landlord to Tenant. All closing documents shall be in form and substance reasonably satisfactory to Tenant's counsel and Landlord's counsel. (H) If Tenant exercises the Option, the sale of the Premises and the Tangible Assets and the Intangible Assets from Landlord to Tenant shall be consummated at the office of the Title Agent within ninety (90) days after the Option is exercised by Tenant and Tenant may continue to occupy the Premises after the term of this Lease until Closing, subject to the same terms and conditions in this Lease, if the Closing occurs after the term of this Lease. (I) If Tenant exercises the Option, the purchase price ("Option Price") for the Leased Premises and the Tangible Assets and the Intangible Assets to be paid by Tenant to Landlord shall be the sum of Ten Million ($10,000,000) Dollars. (J) All special assessments assessed against the Premises prior to Closing shall be paid by Landlord; and general real estate taxes relating to the Premises shall not be prorated. The cost of a title insurance policy shall be paid by Landlord. Tenant shall pay the cost of any additional endorsements requested by Tenant. All real estate transfer, stamp or documentary taxes, recording fees and any other costs or charges of closing the sale from Landlord to Tenant not specifically referred to herein shall be paid and adjusted in accordance with local custom in the City of Las Vegas, Cxxxx County, Nevada. (K) The Option is assignable by Tenant.

Option to Purchase. At any time during the Term of this Lease, Landlord hereby grants Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus PropertyPremises, or so much thereof as may remain after any partial condemnation (in which case such purchase price will be proportionally adjusted if more than five percent (5%) of the land comprising the Premises was taken, except to the extent the proceeds thereof were distributed to Tenant in accordance with Article 17), and all fixtures and personal property therein on an "AS-IS" basis as of the Expiration Date for Eight Million and 00/100 Dollars ($8,000,000) and otherwise on the terms and conditions set forth herein, provided that Landlord has not terminated this Lease or Tenant's right of possession of the Premises under Article 18 and there exist no Events of Default or events which, with the lapse of time, the giving of notice, or both, would constitute an Event of Default at the time of Tenant's exercise of the option herein granted or as of the Expiration Date. In the event Landlord sells any parcels comprising the Premises prior Tenant desires to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option herein granted, it shall furnish Landlord written notice of its intent to do at least six (6) and not more than twelve (12) months prior to the Expiration Date. Upon delivering such notice, Tenant agrees that it shall be bound and obligated to purchase the Premises as set forth herein. Tenant agrees and acknowledges that Landlord shall be obligated to deliver only a special warranty deed conveying good and indefeasible fee simple title to the Purchaser, subject to all covenants, conditions and restrictions of record, and free of any liens claimed by, through or under Landlord. Tenant and Landlord shall each pay one half of all escrow fees and recording costs. Landlord shall pay all title insurance premiums and reasonable costs for a survey prepared by delivering written notice a surveyor acceptable to Landlord and Tenant. Tenant shall pay all other costs and expenses of consummating its election purchase of the Premises including, without limitation, any transfer taxes. Tenant acknowledges that the option granted herein is personal to exercise Tenant and may not be assigned without the optionwritten consent of Landlord in its sole and absolute discretion (except to an Affiliate of Tenant under Section 14.1).

Option to Purchase. At any time during If Grantee determines that it no longer has need of the Term Easement Area to serve the Convention Center Property, as determined in its sole and absolute discretion, Grantee shall notify Grantor in writing of this Lease, Tenant same (“Disposition Notice”). Grantor shall have the an option to purchase that portion of Grantee’s entire interest in the Premises utilized Easement Area and occupied by this Agreement and to terminate this Agreement on the Tenant terms and conditions set forth in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the this Section 29. Said option to purchase shall be exercisable within sixty (60) days following the Surplus PropertyDisposition Notice by delivery to Grantee of a written notice of intent to exercise the option (the “Acquisition Notice”), shall run with the land, and shall benefit any successor or assignee of Grantor and shall be binding upon any successor or assign of Grantee’s rights and interest herein. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The Grantor’s purchase price (the “Purchase Price”) shall be equal the fair market value of Grantee’s easement rights under this Agreement at the time Grantor delivers to Grantee a written notice of intent to exercise the Fair Market Value option (the “Acquisition Notice”), with fair market value determined based upon the highest and best use of Grantee’s easement rights at that time other than for Prohibited Uses. If Grantor delivers an Acquisition Notice, Grantor and Grantee shall negotiate in good faith for a period of sixty (60) days in an effort to determine the PremisesPurchase Price. If the Parties are unable to agree upon the Purchase Price within said time period, as determined by the Parties may agree upon a duly qualified appraiser method of determining the Purchase Price, including an appraisal process that is then mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiserboth Parties. If the Landlord Appraiser and the Tenant Appraiser Parties are unable to agree to the Fair Market Valueanother appraisal process, then each Party shall select an appraiser who is a member of the Landlord Appraiser Appraisal Institute within ninety (90) days after Grantor delivers the Acquisition Notice and the Tenant Appraiser Parties shall simultaneously exchange appraisals within one hundred fifty (150) days after Grantor delivers the Acquisition Notice. If the difference between the two appraisals is equal to or less than ten percent (10%) of the higher appraisal, the Purchase Price shall be the average of the two appraisals. If the difference between the two appraisals is greater than ten percent (10%) of the higher appraisal, the two appraisers shall select a third appraiser who is also a member of the Appraisal Institute and that third appraiser shall then perform an appraisal, with the amount as determined by such third appraiser to be averaged with the closer of the two preceding appraisals; such average amount shall represent the Purchase Price. If Grantor determines that the Purchase Price as determined through the appraisal process is too high Grantor may elect to rescind its Acquisition Notice and cancel the purchase, but in such event Grantor shall pay 100% of the appraisal costs incurred by both Parties. Otherwise, each Party shall pay 100% of the costs incurred with respect to its selected appraiser and 50% of the cost of the third appraiser. Once the Purchase Price is established (and assuming Grantor does not elect to rescind its Acquisition Notice and cancel the purchase), conveyance of Grantee’s interest shall be consummated within sixty (60) days through an escrow to be established by the Parties. Grantor shall pay 100% of the costs with respect to the escrow, including title fees and closing costs. The Parties shall cooperate and take such actions consistent with the foregoing as needed to consummate the transaction. Grantor’s failure to consummate a purchase after delivering an Acquisition Notice shall not result in a termination of its rights under this Section 29. If Grantor delivers an Acquisition Notice, Grantor and Grantee shall negotiate in good faith for a period of sixty (60) days in an effort to determine the Purchase Price. If the Parties are unable to agree upon the Purchase Price within said time period, the Parties may agree upon a method of determining the Purchase Price, including an appraisal process that is then mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination to both Parties or either party may terminate all further rights of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in Grantor under this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionSection 29.

Option to Purchase. At any time during Tenant has the Term option to Purchase the Leased Premises at its fair market value at the expiration of the term of this lease. The following procedures and principles shall apply to the Tenant’s exercise of its option. If Tenant wishes to exercise its option, it shall so notify Landlord no later than 180 days prior to the expiration of the term of this Lease, Tenant . The parties shall have promptly thereafter use reasonable efforts to agree as to the option to purchase that portion fair market value of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Leased Premises. The purchase price shall be equal to the Fair Market Value of the PremisesIf they cannot agree, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable they will attempt to agree on the selection of a single appraiser with recognized qualifications to appraise the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser")premises. The determination of the Fair Market Value by the Independent Appraiser shall such appraiser will be binding on upon the parties. "Appraiser," If the parties cannot agree on the selection of a single appraiser, each may appoint an appraiser and such appraisers may, if necessary, appoint a third appraiser and the determination of any two of such appraisers will be binding upon the parties. Upon payment of the price, the Landlord shall deliver the following to Tenant: a good and sufficient quitclaim deed of the Leased Premises conveying good and clear record and marketable title, free from encumbrances except (i) those which do not materially and unreasonably interfere with the current use of the Leased Premises or (ii) the easements, restrictions, reservations of record and other encumbrances existing as used of the date of this Lease (other than voluntary liens granted by Landlord). In connection with its purchase of the leased premises, Landlord has caused an environmental investigation of the property to be carried out and has furnished a copy to Xxxxxx Xxxxx. Landlord will cooperate with any further investigations which Tenant, at its own expenses, undertakes, including without limitation, investigations with respect to such matters as environmental, zoning and title considerations. The parties agree to proceed in good faith and diligently undertake to conclude Tenant’s purchase in the event it exercises its option. In the event, however, that such purchase is not concluded on or prior to the expiration of the term of this paragraphlease, the Tenant’s rights under this section shall include duly licensed real estate brokers. Tenant may exercise expire and Landlord shall be entitled to take such actions with respect to the option to purchase by delivering written notice to Landlord of its election to exercise the optionLeased Premises as it deems appropriate.

Option to Purchase. At any time during the Term of this Lease, Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells that the Department does not approve of any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premisesterms of Agreement, as including without limitation, the transfer of the Collateral to Secured Party or if it is determined that Secured Party is deemed unable to take a security interest in the Collateral for any reason, the Parties agree that in such situation and upon a continuing Event of Default that has not been cured within the applicable period, that Grantor hereby offers to sell to Secured Party or to Secured Party’s designee an option to Purchase the Collateral, including the License, for the market value of the License (to be determined by a duly qualified appraiser mutually agreeable to 3rd party appraisal), less the Landlord NPV (Net Present Value) of the outstanding Rent due from the starting time of the uncured Event of Default through the remainder of the Term. Previously described NPV shall be reduced by the amount of rent collected from any replacement tenant that covers some or all of the same period of time as the remaining Term and Tenant that covers some or all of the Rent for any given time period. Secured Party shall not unreasonably withhold a potential replacement tenant. The discount rate applied in the NPV calculation shall be used for both the remaining tenant lease calculation and the cost of such appraisal deduction calculation and shall be borne equally determined by the Landlord aforementioned third party appraiser in said appraisal. Grantor hereby appoints the Secured Party the Grantor’s attorney-in-fact, with full authority in the place and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination stead of the Fair Market Value by Grantor and in the Independent Appraiser shall name of the Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to transfer the Collateral, including the License to Secured Party or Secured Party’s designee. Grantor hereby agrees to promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be binding on necessary or desirable, or that the parties. "Appraiser," as used Secured Party may request, in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election order for Secured Party to exercise the optionand enforce its rights under this Section.

Option to Purchase. At any time during prior to the Term expiration of the then current term of this LeaseLease (i.e., Tenant the Initial Term or any Renewal Term, as applicable) Lessee, upon giving written notice to Lessor (the “Option Notice”), shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option right to purchase the Surplus Property. In Premises as set forth in this Section 42 (the event Landlord sells any parcels comprising the Premises prior “Option to Tenant's exercise of this option, this option shall extend only to the remaining PremisesPurchase”). The purchase price shall be equal to the Fair Market Value of the Premises, Premises as determined by a duly qualified appraiser mutually agreeable established pursuant to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiserprocedure described on Exhibit “C” attached hereto. If the Landlord Appraiser Option to Purchase is exercised (i) the purchase price shall be paid at closing, which shall take place ninety (90) days following Lessor’s receipt of the Option Notice; (ii) Lessee shall take title subject only to those encumbrances of record in the Register’s Office of Xxxxxx County, Tennessee as of the Plan Effective Date (exclusive any instrument evidencing a monetary lien, all of which shall be satisfied by Lessor and released of record at or prior to closing) and real property taxes for the Tenant Appraiser then current year, but Lessee shall not be obligated to take title subject to any other lien or other encumbrance; (iii) adjustment and prorations for taxes, utility charges and insurance premiums are unable to agree be made as of the date of closing; (iv) the deed shall be a special warranty deed conveying marketable and insurable fee simple title to the Fair Market ValuePremises, then subject only to the Landlord Appraiser exceptions hereinabove referred to; (v) Lessor shall furnish Lessee an ALTA (Form B) owner’s policy of title insurance insuring title to the Premises subject only to the foregoing exceptions and the Tenant Appraiser to such other exceptions as Lessee may waive in writing; and (vi) Lessor will pay all customary closing costs except that Lessee shall select a mutually agreeable independent be responsible for recording costs, transfer taxes and duly qualified appraiser (the "Independent Appraiser")its own attorney’s fees. The determination of parties hereby acknowledge and agree that the Fair Market Value by the Independent Appraiser Option to Purchase set forth in this Section 42 shall be binding on independent of and in addition to the parties. "Appraiser," as used purchase option set forth in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionSection 36 hereof.”

Option to Purchase. At any time during after the expiration of the Primary Term of but while Tenant is still a Tenant under this Lease, Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the option.

Option to Purchase. At A. On the condition that Tenant is not in default hereunder, Landlord hereby grants to Tenant an option to purchase the Premises and all or a portion of the Property, to be designated by Landlord in its sole discretion (collectively the “Option Property”) at the end of the original ten (10) year term of this Lease. If Tenant desires to exercise such option to purchase, Tenant shall provide Landlord with written notice of its intent to exercise such option (the “Option Notice”) not less one (1) year prior to the expiration of the original ten (10) year term of this Lease. Within fifteen (15) days of Landlord’s receipt of the Option Notice, Landlord shall provide to Tenant written notice of what, if any, portion of the balance of the Property Landlord has elected to include with the Premises as Option Property (“Option Property Notice”). Upon Tenant’s receipt of the Option Property Notice, Tenant shall notify landlord in writing within fifteen (15) days thereafter of whether Tenant elects to purchase the Option Property as designated by Landlord. If Tenant does not provide Landlord with written notice agreeing to purchase the Option Property as designated by Landlord within fifteen (15) days of receipt of the Option Property Notice, all of Tenant’s rights under this Section 24 shall terminate. If Tenant agrees to purchase the Option Property as designated by Landlord by providing Landlord the written notice required by this Section 24, Landlord and Tenant shall thereafter enter into a real estate purchase agreement for the purchase of the Option Property with a purchase price equal to the “Fair Market Value” of the Option Property, which shall be determined in strict accordance with the provisions of this Section 24, but in no event shall the purchase price of (i) the Premises be less than $3,540,000 and (ii) the Property, excluding the Premises, be less than $1,240,000, reduced by the net purchase price received by Landlord from the sale of any time during portion of the Term Property, excluding the Premises (the “Purchase Agreement”). If Tenant fails to deliver the Option Notice to Landlord at least one (1) year prior to the expiration of the original ten (10) year term of this Lease, Tenant shall have the then Tenant’s option to purchase that portion shall terminate, time being of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of essence under this option, this option shall extend only to the remaining PremisesSection 24. The closing date for Tenant’s purchase price of the Option Property shall be equal to March 31, 2013, the Fair Market Value expiration date of the Premises, as determined by a duly qualified appraiser mutually agreeable to original ten (10) year term of the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser Lease (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"“Closing Date”). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the option.

Option to Purchase. At any time during the Term of this Lease, Tenant shall have the option right as hereinafter provided ------------------ to purchase that portion Premises by giving Landlord notice in writing of its election to do so according to the following terms and conditions: (a) If Tenant desires to have an Option to Purchase as hereinafter provided, then Tenant shall pay to Landlord on or before the second anniversary of the commencement date of the Lease Term the sum of ONE HUNDRED AND FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00), which payment shall entitle Tenant to have the Option to Purchase as provided below. Said payment is consideration for such Option to Purchase and shall not form any part of the purchase price should Tenant exercise this Option. Tenant's Option to Purchase shall not be assignable; (b) Option may be exercised by Tenant after the sixth (6th) anniversary of the commencement date of the Lease by delivering written notice of said election to Landlord within thirty (30) days of said anniversary and by full performance hereunder pursuant to the terms and conditions hereinafter stated; (c) Written notice of the exercise of this option shall be delivered to Landlord within the aforementioned thirty (30) day period and shall be accompanied by the deposit of the purchase price in the amount of ten percent (10%) thereof; (d) The purchase price shall be determined as follows. Tenant shall obtain at its sole cost and expense an appraisal of the fair market value of the Premises utilized prepared by a licensed commercial appraiser and occupied by submit same to Landlord within the Tenant in its truck line operations, aforementioned thirty (30) day period. Landlord may either approve or an integral part disapprove the valuation of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this optionset forth in said appraisal. If Landlord approves the valuation set forth in said appraisal, this option shall extend only to then the remaining Premises. The purchase price shall be equal to 110% of said valuation. If Landlord disapproves the Fair Market Value valuation set forth in said appraisal, then Landlord shall obtain a second appraisal at Tenant's sole cost and expense from an appraiser designated by Landlord. In the event that the difference between the two valuations is no more than five percent (5%) of the greater of the two valuations, then the purchase price of the Premises shall be equal to 110% of the average of the two valuations. In the event that the difference between the two valuations is more than five percent (5%) of the greater of the two valuations, then Landlord may elect to either fix the purchase price at 110% of the average of the two valuations or obtain a third appraisal at Tenant's sole cost and expense from an appraiser mutually agreed upon by the first two appraisers. In the event that Landlord elects to obtain a third appraisal, then the purchase price of the Premises shall be equal to 110% of the third appraiser's valuation or 110% of the average of the two highest appraisals, whichever is greater; (e) Within ten (10) days after the purchase price is fixed according to the preceding paragraph, Landlord shall deliver to Tenant, at Tenant's expense, a title insurance commitment issued by Xxxxxx & Xxxxx, P.A., as agent for any title insurer licensed in Florida. Said title insurance commitment shall insure that Landlord is vested with a fee simple merchantable title to the Premises free and clear of all encumbrances except those which may be satisfied by application of the purchase proceeds and except for valid easements, restrictions, and reservations of record which will not interfere with Tenant's proposed use of the Premises. Tenant shall have twenty (20) days within which to examine and approve said title insurance commitment, as determined and in the event of defects in title being revealed and Landlord being notified thereof within said twenty (20) day period, Landlord shall have a reasonable time not to exceed ninety (90) days to cure the same. If such defects are not cured within said period of time, Tenant shall have the right to terminate the purchase agreement and shall be entitled to a return of the deposit monies or to accept title in its then condition with no abatement of the purchase price, which said alternatives shall be Tenant's exclusive remedies; (f) Closing on the purchase of the premises under this option shall take place no later than forty-five (45) days after the delivery of notice of exercise thereof. At the closing, Landlord shall convey title to Tenant by a duly qualified appraiser mutually agreeable good and sufficient warranty deed subject only to those matters permitted pursuant to sub-paragraph (d) above, and Tenant shall deliver the purchase money considerations mentioned in sub-paragraph (c ) above. Tenant shall pay for the documentary stamps on said deed and all costs of recording. Tenant is hereby granted a right of first refusal during the first five (5) years of the Lease term. Said right of first refusal shall afford Tenant the right to purchase the Premises on the same exact terms and conditions which have been offered to Landlord and which have been determined to be acceptable by Landlord. In the event that Tenant and the cost declines to exercise this right of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiserfirst refusal, then the Landlord aforementioned option rights shall select an appraiser (the "Landlord Appraiser") terminate, and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination Landlord's conveyance of the Fair Market Value by the Independent Appraiser Premises shall be binding on the parties. "Appraiser," as used in subject to this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the Lease excepting therefrom all terms and provisions relating to said option to purchase by delivering written notice to Landlord of its election to exercise the optionrights.

Option to Purchase. At any time during the Term of this Lease, Tenant shall have the option to purchase that portion of the Premises utilized and occupied by Landlord hereby grants the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus PropertyLeased Premises, at any time on or after the Fifth (5th) year anniversary date of this Lease Agreement, at fair market value but in no event less than Six Million Dollars ($6,000,000.00) provided that Tenant is not in default under the terms of the Lease and the Lease has not otherwise been terminated. In determining fair market value, an appraiser shall be obtained by Tenant, at Tenant’s expense, and shall value the property as an adult cabaret. In the event Landlord sells any parcels comprising is in disagreement with the Premises prior to Tenant's exercise appraisal provided by Portions of this optionexhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission. Tenant, this option then in such event Landlord shall extend only obtain an appraiser, at Landlord’s expense, to value the remaining Premisesproperty as an adult cabaret. The purchase price In the event there is more than a 5% difference in the appraised values between Tenant’s appraisal and Landlord’s appraisal, the parties shall retain a third appraisal, said appraiser to be equal selected by Tenant’s and Landlord’s two appraisers, for a final appraisal to the Fair Market Value of the Premisesbe performed for a valuation as an adult cabaret, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and with the cost of the third appraisal being borne by the party whose initial appraisal is farthest from the initial appraisals. If Tenant wishes to exercise such appraisal option Tenant shall deliver to Landlord a written notice in substantially the following form, addressed to Landlord and signed by Tenant and given in accordance with the provisions of this Article, within the period for exercising the Option, submitted with a bank cashier’s check or money order payable to the order of Landlord in the amount of $100,000.00 (the “Xxxxxxx Money”) shall be borne equally by an effective exercise of Tenant’s Option, to wit: “We hereby exercise the Landlord and Option to purchase the Tenant. If no agreement can be reached property described in choosing such an appraiserthe Lease, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree pursuant to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). Option contained in that certain Lease Agreement between us pertaining to said Premises.” The determination closing of the Fair Market Value by the Independent Appraiser such Purchase shall be binding on within sixty (60) days from the parties. "Appraiser," as used date of notice .Such exercise will not xxxxx Rent or any other Obligation in this paragraph, shall include duly licensed real estate brokersLease and same will continue until Closing on said Option. Tenant may exercise the option to purchase All costs of Sale will be born by delivering written notice to Landlord of its election to exercise the optionTenant.

Option to Purchase. At any time during the Term of this Lease, Tenant Subtenant shall have the option to buy the Property in the following manner and upon the following terms: (a) 120 days prior to the option exercise date, Subtenant will give Landlord written notice of its election to buy, stating the offered purchase that portion price in the notice. Landlord shall reply within 30 days, in writing, with its acceptance or rejection of the Premises utilized price. If rejected, Landlord shall state a price it will accept. (b) If Subtenant and occupied Landlord have not agreed upon a price in writing within 20 days after Landlord’s reply was originally due, then the price shall be determined by an appraiser selected jointly by Landlord and Subtenant. If Landlord and Subtenant cannot agree upon an appraiser within 40 days after Landlord’s reply was originally due, then Landlord and Subtenant shall each select a state-certified general appraiser and the Tenant in two appraisers shall select a third state-certified general appraiser. The three appraisers shall then appraise the Property and the average of the three appraisals shall be the purchase price. If one appraiser is used, the cost shall be shared equally between Landlord and Subtenant. If three appraisers are used, Subtenant shall pay the cost of the appraiser it selects, Landlord shall pay the cost of the appraiser it selects, and the cost of the third appraiser shall be shared equally between Landlord and Subtenant. (c) Buyer, at its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option and at its own expense, may procure a title insurance commitment to insure the Property, in which case Tenant shall extend only furnish a complete copy of the commitment to Landlord, together with copies of all documents supporting any exceptions to the remaining Premisescommitment. If Subtenant objects to any such exceptions and the exceptions are caused by Landlord, Landlord shall cure such exceptions at its expense and shall be allowed a reasonable time within which to effectuate such cure. Landlord shall have no obligation to cure exceptions not caused by it. (d) The purchase shall close within 45 days after the price has been determined. The purchase price shall be equal paid in full at closing in immediately-available funds. If Subtenant fails to close within that time, then Subtenant’s option to purchase is forever terminated. (e) Closing shall occur at the office of the title company issuing the commitment ordered by Subtenant. If Subtenant has not ordered a title insurance commitment, Landlord shall designate a title company to conduct the closing, and the closing shall occur at that title company’s office. The date and time of closing shall be set by the title company conducting the closing. (f) At the closing, Landlord shall deliver its special warranty deed, subject to easements and restrictions of record and any other items shown as exceptions to the Fair Market Value of title insurance commitment to which Tenant has not objected. (g) At the Premisesclosing, as determined by a duly qualified appraiser mutually agreeable the Amended Lease and the Sublease shall be terminated. (h) For the year in which closing occurs, taxes and special assessments shall be prorated to the date of closing; the proportion of such charges attributable to the time prior to the closing shall be paid by Landlord. (i) The closing fee and document preparation fees charged by the title company shall be paid one-half each by Landlord and Tenant Subtenant. Subtenant shall pay the costs of recording the deed and the cost any other closing documents, and all of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Valueits financing-related costs. Each party shall bear pay its own fees and expenses for legal counsel incurred in connection with the cost of its selected appraiser. If purchase. (j) Each party shall cooperate with the Landlord Appraiser other in preparing and the Tenant Appraiser are unable to agree delivering documents related to the Fair Market Valueclosing, then the Landlord Appraiser including tax notifications, sales validation questionnaire, customary affidavits and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value simple real estate purchase contract if required by the Independent Appraiser shall be binding on title company. (k) Subtenant agrees to participate in a Tax-free Exchange (IRS Section 1031) arrangement if so desired by the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionLandlord.

Option to Purchase. At any time during the end of the seventh (7th), tenth (10th), and fifteenth (15th) Contract Years and, with respect to each Project, at the end of the applicable Initial Term and each Renewal Term of such Project, so long as Purchaser is not in default under this LeaseAgreement, Tenant shall have the option Purchaser may purchase any Project (up to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operationsincluding, or an integral part of entire City Portfolio) from Seller on any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The such date for a purchase price shall be equal to the Fair Market Value of such Project. The “Fair Market Value” of a Project shall be the Premisesfair value of such Project determined between a willing buyer and a willing seller, as each having adequate information and neither being under the compulsion to sell. The Fair Market Value of a Project shall be determined by mutual agreement of Purchaser and Seller; provided, however, if Purchaser and Seller cannot agree to a duly qualified Fair Market Value within thirty (30) days after Purchaser has exercised its option, the Parties shall select a nationally recognized independent appraiser mutually agreeable with experience and expertise in the solar photovoltaic industry to determine the Landlord and Tenant and Fair Market Value of the cost Project. The costs of such appraisal shall be borne equally by the Landlord Parties equally. The Purchaser shall have a reasonable period of time to review and reconsider and withdraw its election to purchase the TenantProject and shall have no obligation to accept such appraisal and may, if it disagrees with such appraisal, obtain, at its cost, its own separate appraisal by a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry. If no agreement can be reached in choosing such an appraiserappraisals materially differ, then the Landlord Parties shall select an meet and confer and cooperate with one another to reconcile such differing appraisals, including by the appointment of a third qualified appraiser (at the "Landlord Appraiser") Purchaser’s cost who would receive and review the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Valueprevious appraisals. Each party appraiser shall bear the cost of its selected appraiser. If the Landlord Appraiser act reasonably and the Tenant Appraiser are unable in good faith to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of determine the Fair Market Value of the Project as of the date of Project title transfer. Purchaser must provide a notification to Seller of its intent to purchase a Project at least ninety (90) days and not more than one hundred eighty (180) days prior to the end of the applicable Contract Year or the Initial Term or Renewal Term of such Project, as applicable, and the purchase shall be complete prior to the end of the applicable Contract Year or the Initial Term or Renewal Term, as applicable. Prior to Project purchase and subject to Seller’s requirements regarding confidentiality, non-disclosure and non-use, and at Purchaser’s cost, Seller shall provide Purchaser with reasonable access to such documentation and books and records related to the operation and maintenance of the Project and shall afford Purchaser or its designees the opportunity to inspect the Project and such documentation, books and records for purposes of determining the condition, state of repair, efficiency and reasonably expected costs of maintenance or repair of the Project reasonably necessary to maintain or restore the Project to a condition recognized as being in accordance with prudent solar industry standards. Subject to Seller’s requirements regarding confidentiality, non-disclosure and non-use, and at the Purchaser’s cost, Purchaser shall have the right to provide such documentation and materials and the results of any reports by third parties related to such inspections to such appraisers as reasonably necessary for such appraisers to consider in connection with their appraisals. Seller shall transfer good title to the Project to Purchaser upon Xxxxxx’s receipt of the purchase price and execution by the Independent Appraiser Parties of a written instrument or agreement to effect such transfer. Seller will assign to Purchaser any manufacturer’s warranties that are in effect as of the date of purchase and that are then assignable pursuant to their terms. Seller shall be binding also provide Purchaser all Project operation and maintenance manuals and logs in Seller’s possession and provide Purchaser basic training on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise operation and maintenance of the option to purchase by delivering written notice to Landlord of its election to exercise the optionProject upon Purchaser’s reasonable request.

Option to Purchase. At any time during Provided that the Term Tenant is not then in default under the terms of this Lease, then the Landlord grants Tenant the Option to Purchase the Property at Fair Market Value, without accounting for the valuation of the lease between Landlord and Tenant, or the value of the Premise based upon the fact that it possesses a Nude Activities Permit from the City of Portland, Maine. In order to exercise this Option, Tenant shall have notify the option Landlord, in writing, of its desire to exercise the Option which shall contain a proposed purchase that portion price supported by a Real Estate Appraisal. If the Landlord agrees to the Purchase Price proposed by Tenant, then the closing shall occur within 60 days of the Premises utilized and occupied date that the Offer is received by the Landlord. Within 14 days of the Offer date, the Landlord shall notify Tenant in its truck line operationswhether it agrees to the Offer Price. If the Landlord does not agree to the Offer Price, or an integral part then the Landlord shall, within 45 days of any land or building so utilized or occupiedthe receipt of the Offer, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior send a counter-proposal to Tenant's exercise of this option, this option setting forth its proposed sale price, which sale price shall extend only be supported by a Real Estate Appraisal. (“Counter-Offer”) If the Tenant agrees to the remaining PremisesPurchase Price proposed by Landlord, then the closing shall occur within 60 days of the date that the Counter-Offer is received by the Tenant. If the Tenant does not accept the Counter-Offer, then the parties agree that the Purchase Price will be set by a third party real estate appraiser. This appraiser shall be selected by agreement of the Tenants Real Estate Appraiser and the Landlords Real Estate Appraiser, who shall independently appraise the Premise and set the purchase price. Such real estate appraisal shall be completed within 45 days of the date that the Real Estate Appraiser is selected by the Appraiser, who shall select an appraiser within 14 days of being notified that the Tenant has rejected the Landlord’s Counter-Offer. If the Appraisers cannot agree on a Third Party Real Estate Appraiser, then the Appraiser shall be selected by the American Arbitration Association. The Closing of the transaction shall occur within 30 days of the date that the Appraiser issues his Appraisal of the Premise. Notwithstanding the above, the minimum purchase price shall be equal to One Million Seven Hundred Fifty Thousand ($1,750,000.00). This option may be exercised by Tenant during the Fair Market Value first 37 months of the Premises, as determined by a duly qualified appraiser mutually agreeable to lease. Should the Landlord and Tenant and option not be exercised within the cost first 37 months of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiserlease, then the Landlord option shall select an appraiser (expire. In order to exercise the "Landlord Appraiser") and Option, the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If notify the Landlord Appraiser in writing as required for notice under the Lease and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser closing shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value occur as within 60 days thereafter or as soon thereafter as clear title may be give by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionLandlord.

Option to Purchase. At any time during (a) Subject to the Term provisions of this LeaseSection 31, Tenant shall have the option to purchase that portion the Property at the expiration of the Premises utilized fourteenth (14th) Lease Year of the Term by giving written notice thereof to Landlord not later than eighteen (18) months prior to the expiration of such Lease Year (the “Purchase Notice”); it being agreed that time is of the essence. In no event shall any exercise by Tenant of this purchase option relieve Tenant from its obligation to pay all Rent under this Lease and occupied to perform all of its other obligation hereunder, in each case accrued to the date of closing on Tenant’s acquisition of the Property. (b) If Tenant timely exercises its purchase option in accordance with this Section 31, the parties shall proceed to enter into an Agreement of Sale and Purchase for the transaction which shall incorporate the terms and conditions set forth on Exhibit “F” attached hereto (a “Purchase Option Definitive Agreement”). If either party fails to enter into a Purchase Option Definitive Agreement within thirty (30) days after the delivery of Tenant’s Purchase Notice, such party shall be in default of this Lease; provided, however, that neither party shall have any obligation to enter into a Purchase Option Definitive Agreement if the other party requires material modifications to such form of agreement. (c) Within thirty (30) days following receipt of a Purchase Notice, Landlord shall advise Tenant in writing of the proposed purchase price for the Property representing Landlord’s good faith determination as to the fair market value of the Property. If Tenant does not agree to such amount (or such other amount as may be acceptable to Landlord), Tenant shall have the right to require the purchase price to be determined by an average of three appraisals to be performed by appraisers having the MAI (Member of Appraisal Institute) designation, one of which appraisers shall be designated by Tenant, the second of which shall be designated by Landlord and the third of which shall be appointed by the first two appraisers. None of the appraisers selected shall have an existing or recent (within the prior five (5) years) business relationship with the party making the selection. Tenant’s election shall be made by advising Landlord in writing within ten (10) days following receipt of Landlord’s purchase price notice, which notice from Tenant shall designate Tenant’s suggested appraiser, if applicable. Each of the appraisers shall appraise the Property utilizing the income approach, the comparable approach and the replacement cost approach; provided, however, that in utilizing the income approach, the appraisers shall assume a payment of rent by a credit tenant leasing the Premises at the then current fair market rent under a five (5) year lease without any options to purchase or rights of first refusal. In no event, however, shall the purchase price be less than an amount derived by taking the average Minimum Annual Rent over the entire initial Term of this Lease, divided by a capitalization rate of five percent (5%). Landlord and Tenant each shall pay the fees of its truck line operationsdesignated appraiser and one-half of the fees of the third appraiser. Tenant shall be solely responsible for any prepayment penalty, breakage fee or an integral part other cost or expense (in excess of the outstanding principal and ordinary accrued interest thereon) arising in connection with the pre-payment of any land mortgage or building so utilized other financing encumbering the Property or occupiedLandlord’s interest therein. (d) Settlement for the purchase of the Property shall be held at 10:00 a.m. on the first day of the fifteenth (15th) Lease year of the Term or, but shall if such date is not have a Business Day, on the first Business Day thereafter. (e) The option to purchase set forth in this Section 31 shall terminate, be void and of no further force or effect, if (i) Tenant fails to deliver its Purchase Notice within the Surplus Property. In time period described above, (ii) an Event of Default shall have occurred in the event Landlord sells any parcels comprising past twelve (12) months preceding settlement on the Premises prior sale and purchase of the Property pursuant to Tenant's exercise ’s Purchase Notice, (iii) on the date of Tenant’s Purchase Notice, or at the time of settlement, there then exists any uncured Event of Default by Tenant under this optionLease, (iv) on the date of Tenant’s Purchase Notice, or at the time of settlement, the Tenant named in this Lease is not the sole tenant of the entire Premises, (v) Landlord offers the property for sale to Tenant via Landlord’s Offer referenced in Section 30 above, and the Property thereafter sells either to Tenant or to a third party subject to and in conformance with the ROFO process, (vi) there occurs any foreclosure sale or other statutory sale or non-judicial sale by any holder of a mortgage on Landlord’s interest in the Property, or a deed in lieu of foreclosure, or to a foreclosure of an equity interest in Landlord under the Uniform Commercial Code or otherwise, or a transfer in lieu thereof, or any similar event relating to a fee mortgage or security interest, or to any sale or transfer thereafter made by the holder of such mortgage or its Affiliate, or (vii) the Property is taken by a condemnation or otherwise for any public or quasi-public use. If for any reason Tenant’s purchase option terminates, at Landlord’s request Tenant shall extend only confirm the same to Landlord (and to any third party that Landlord may designate) in writing within five (5) days after Landlord’s written request for such confirmation. For the avoidance of doubt, the ROFO hereunder shall inure to the remaining Premises. The purchase price shall be equal to benefit of any Permitted Transferee who is the Fair Market Value legal successor to, or assignee of, all of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in ’s rights under this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionLease.

Option to Purchase. At Agency hereby grants to Redeveloper the option to purchase the Leasehold Parcels, including all buildings, furniture, furnishings and equipment and inventory of food, beverages and other supplies (the "Option"), subject to the following terms and conditions: (a) Subject to the provisions hereof, Redeveloper may deliver a written notice of Redeveloper's election exercise the Option at any time during the Term hereof. Escrow shall close on or before ninety (90) days after receipt by Agency of Redeveloper's written notice of Redeveloper's election to exercise the Option, and Agency shall deliver to Redeveloper marketable title to the Leasehold Parcels free and clear of any encumbrances other than those (i) in existence at the Effective Date, (ii) approved by Redeveloper pursuant to this Lease, Tenant or (iii) created or incurred by Redeveloper; provided, however, the Property shall be free and clear of all monetary liens in existence on the Effective Date other than those created by Redeveloper (including, without limitation, deeds of trust executed by the Redeveloper, its successors and assigns, and mechanics liens resulting from work performed at the request of the Redeveloper). Agency agrees that it will not voluntarily encumber title to the Leasehold Parcels without Redeveloper's prior written consent. At the closing, Agency shall deliver to Redeveloper a good and sufficient grant deed with respect to the Leasehold Parcels. (b) Redeveloper shall have no right to exercise the Option, notwithstanding any provision in the grant of option to the contrary (i) at any time when Redeveloper is in default hereunder and continuing until the default is cured, or (ii) during the period of time commencing on the day after a monetary obligation to Agency is due from Redeveloper and unpaid (without any necessity for notice thereof to Redeveloper) and continuing until the obligation is paid, or (iii) in the event that this Lease has been terminated for any reason, or (iv) during any time Redeveloper's payment of license fees required by Section 9-10 of the Compton Municipal Code, or additional sums set forth in the City's Resolution No. 17,087, as amended, is due and unpaid, or (v) during any time any license or permit of Redeveloper or any subtenant or operator to operate a Card Club from the Property is suspended and has not been reinstated, subject, however, to the right of Redeveloper to replace an operator pursuant to Section 20(a)(xi) hereof. (c) All rights of Redeveloper under this Section shall terminate and be of no further force or effect, if this Lease is terminated for any reason, or if any license or permit from the City of Xxxxxxx or the State of California to operate a Card Club from the Property is terminated, annulled, canceled, revoked, repealed, or rescinded, or any other failure of Redeveloper or an operator claiming under Redeveloper to keep in full force and effect any license or permit required to operate the Card Club from the Project, and the expiration of all appeals thereof or the expiration of the time period for applying for an appeal or other procedure to reinstate the license or permit pursuant to the terms of any applicable ordinances, statutes, or regulations; provided, however, notwithstanding the foregoing, if the reason for the termination, annulment, cancellation, revocation, repeal, or rescission is Redeveloper's failure to pay any fees to the City of Xxxxxxx or the State of California as and when due, then Redeveloper's rights under this Option shall terminate if such fees are not paid within 60 days after their due date. (d) The Option granted to Redeveloper in this Lease is personal to Redeveloper, and may not be assigned voluntarily or involuntarily, or be exercised by any person or entity other than Redeveloper or a permitted assignee of Redeveloper. (e) Redeveloper shall have the option right to elect to purchase that portion only the Hotel Parcel and the Parking Parcels at the time Redeveloper exercises the Option. In such case,at the time Redeveloper exercises the Option, Redeveloper may elect either (i) to terminate this Lease as to the Expansion Parcels, or (ii) continue this Lease with respect to the Expansion Parcels. If Redeveloper elects to continue this Lease with respect to the Expansion Parcels, then upon the close of escrow for the Hotel Parcel and Parking Parcels, the Base Rent for the Expansion Parcels shall be fifty-nine percent (59%) of the Premises utilized Base Rent set forth in Section 10, and occupied by the Tenant in its truck line operations, or an integral part there shall be a termination of any land or building so utilized or occupiedremaining Rent Reduction/Credit pursuant to Section 10. Thereafter, but the Redeveloper shall not continue to have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this optionExpansion Parcels, this option shall extend only subject to the remaining Premisesprovisions hereof. (i) If Redeveloper purchases all the Leasehold Parcels at once, then the purchase price of the Leasehold Parcels shall be the sum of $8,082,500.00, increased at the rate of two percent (2%) per annum, simple interest, from the Effective Date, and decreased in an amount equal to interest at the rate of five percent (5%) per annum, simple interest, calculated on the purchase price of the Convention Center Parcel from the Effective Date to the date of closing of the purchase under the Option; provided, however, that the purchase price as so adjusted shall not be greater than the fair market value of the Property but, in no case, shall the ultimate purchase price be less than $8,082,500.00. (ii) If Redeveloper purchases only the Hotel Parcel and the Parking Parcels (whether due to the severing of the Expansion Parcel from this Lease due to the provisions of Section , or Redeveloper's election to purchase only the Hotel Parcel and Parking Parcels, as provided in Section ), then the purchase price of the Hotel Parcel and the Parking Parcels shall be the sum of $3,350,000.00, regardless of when purchased./1/ (iii) If upon acquisition of the Hotel Parcel and Parking Parcels Redeveloper has elected to continue this Lease, and thereafter purchases the Expansion Parcels, then the purchase price of the Expansion Parcels shall be calculated pursuant to the following formula: EPPP = 4,732,500 + (8,082,500 X .01 X (HPPD - ED)) + (4,732,500 X .02 X (EPPD - HPPD)) utilizing the following definitions: EPPP = Expansion Parcels Purchase Price HPPD = Hotel Parcel and Parking Parcels Date of Purchase ED = Effective Date EPPD = Expansion Parcels Date of Purchase utilizing the number of years, and any fraction thereof, between the HPPD, the ED, and the EPPD for the purpose of calculating the resulting factors. /1/ This is due to the fact that the parties had agreed to a base price of the Hotel Parcels and Parking Parcels in the sum of $3,350,000, increased at the rate of 2% per annum from the Effective Date, and reduced by the sum of the credit of 5% of the $2,000,000 purchase price for the Convention Center Parcel. However, due to the fact that such amount would result in a purchase price of less than $3,350,000, the parties have agreed to fix the purchase price of the Hotel Parcels and the Parking Parcels at $3,350,000. (g) The purchase price shall be equal to paid in all cash through the Fair Market Value close of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and escrow. Agency will pay the cost of such appraisal shall be borne equally by a CLTA policy of title insurance, any documentary transfer tax, and one half of the Landlord escrow fees. Redeveloper will pay cost of recording, the additional premium and any expenses (including survey costs) in the event Redeveloper desires to obtain an extended coverage policy of title insurance, and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination other half of the Fair Market Value by escrow fees. In connection therewith, the Independent Appraiser parties shall be binding on the parties. "Appraiser," execute normal and necessary escrow instructions and all documents reasonably called for thereunder, so long as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionsuch instructions and documents are not inconsistent herewith.

Option to Purchase. At any time anytime during the 8th through the 10th years of the Lease Term of this Lease(the "Purchase Option Period"), Tenant shall have the option to purchase that portion of the Premises utilized right and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In Building (as the event same is more particularly described on EXHIBIT "A") (the "Purchase Option") upon the following terms and conditions: 23.3.1 The Purchase Option shall continue in effect only so long as there shall exist no uncured Event of Default under the terms of this Lease and shall expire automatically and irrevocably at the end of the Purchase Option Period. 23.3.2 The Purchase Option must be exercised, if at all, in writing and delivered during the Purchase Option Period to the Landlord sells any parcels comprising and accompanied by evidence of Tenant's delivery to Ford, Jeter, Bowxxx & Dusx, X.A., as Escrow Agent the Premises prior sum of TWENTY FIVE THOUSAND DOLLARS ($25,000.00) as a binder deposit (collectively, "Tenant's Notice of Exercise"). 23.3.3 When exercised, the Purchase Option shall become a binding contract of purchase and sale between the parties which is specifically enforceable by both Landlord and Tenant. 23.3.4 Tenant shall pay the costs of obtaining title and survey evidence and all costs in conjunction with Tenant's investigation into the suitability of the property, cost of recording the Special Warranty Deed, costs attributable to Tenant's exercise financing and title insurance endorsements required by Tenant's lender. 23.3.5 Landlord shall pay the cost of this optionan Owner's Policy of title insurance through an agent selected by Landlord and the documentary stamps due on the special warranty deed, this option shall extend and the cost of all releases and satisfactions necessary to convey marketable, fee simple title to the property subject only to leases approved by Tenant, taxes for the remaining Premises. then current year and easements approved by Tenant. 23.3.6 Each party shall bear its own respective attorney fees and costs. 23.3.7 Closing shall take place at Landlord's and Tenant's mutual agreement. 23.3.8 The purchase price shall be equal to the Fair Market Value of the Premises, Property as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser set forth below (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent AppraiserOption Purchase Price"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option subject to purchase by delivering written notice to Landlord of its election to exercise the optioncustomary prorations and adjustments.

Option to Purchase. At The Option to Purchase gives the Buyer an irrevocable and exclusive right (option), but not obligation, to acquire the Site from the Seller on the terms agreed in the Agreement and the Purchase Agreement. It is clarified that the Purchase Agreement is not independently in force until the Buyer has announced that the Option to Purchase is requested exercised. The Option to Purchase may not be re-assigned. The Option to Purchase and the Purchase Agreement are only binding on the Seller if the Buyer does not make any significant changes to the preliminary project enclosed with the bid in connection with the preparation of the final project. A significant change means one or more change(s) which combined or separately constitute a change to fundamental elements related to the Project. The assessment of whether or not a change to the Project constitutes a change to fundamental elements must be finally made by the Seller. Following the conclusion of the Agreement and until its cancellation, the Seller manages the property owner's obligations on the Site but is not entitled to sell or pledge the Property elsewhere. The Option to Purchase may be exercised at any time during within 24 months after the Term Seller's signing of this LeaseAgreement, Tenant shall have and the Buyer may at any time within the period waive the Option to Purchase. At the same time as the signing of this Agreement on the Option to Purchase, the conditional Purchase Agreement is signed. The Option to Purchase is exercised when the Buyer notifies the Seller in writing that the Buyer wishes to exercise the Option to Purchase. At the Buyer's exercise of the Option to Purchase, the Parties are mutually obligated, see the terms of the Purchase Agreement for the Seller's transfer of the Property to the Buyer. The Option to Purchase will lapse at once and without notice 24 months after the Seller's signing of this Agreement without the Parties consequently being able to raise claims against each other. However, if the Option to Purchase is not exercised or lapses, the Buyer must submit all material prepared by the Buyer and the Buyer’s advisor concerning the preparation of a local area development plan and the addendum to the urban area development plan, which the Seller is entitled to use for the completion of a planning basis for the Property without any kind of restriction or obligation to the Buyer or the Buyer's advisors. Thus, all intellectual property rights must be assigned to the Seller. In its agreements with its advisors, the Buyer must ensure that this right for the Seller is maintained in relation to the advisors and any of their sub-advisors. On signing this Agreement on the Option to Purchase, the Buyer pays a cash option premium of 5 per cent of the purchase price offered inclusive of VAT to the Seller in consideration of the Option to Purchase. It is a condition that the Seller has registered payment of the option premium before the Seller signs this Agreement on the Option to Purchase. Payment must be to the Seller's financial institution, Danske Bank, account no.: 4343 102 170 40 (payment must be marked “option premium Sneserevej” and the Buyer’s name). The option premium is set off against the purchase price if the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, is exercised but shall is not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only returned to the remaining Premises. The purchase price shall be equal Buyer if it chooses to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may not exercise the option Option to purchase by delivering written notice Purchase or if the Option to Landlord of its election to exercise the optionPurchase lapses.

Option to Purchase. 5.1.1 Each member of the SCS Group hereby agrees that during the Term, RCAR shall have twenty (20) Business Days from the date of the disclosure by such member of the SCS Group claiming ownership rights in and to the Disclosable SCS Invention (the “Disclosing SCS Member”) of the Disclosable SCS Invention to RCAR, to review and assess each Disclosable SCS Invention for its potential acquisition or licensing by RCAR (the “Review Period”). 5.1.2 During the Review Period, RCAR may ask the Disclosing SCS Member for such additional information as RCAR may reasonably require in order to complete its assessment of the Disclosable SCS Invention; the SCS Group shall provide such additional information in as expeditious a manner as possible or advise RCAR in writing that the requested information is not available or cannot be provided without undue expense. The Review Period shall toll pending delivery of the requested information or notice of unavailability. 5.1.3 Following an assessment of the Disclosable SCS Invention but prior to the expiration of the Review Period, RCAR shall provide the Disclosing SCS Group Member with written notice (the “RCAR SCS Invention Notice”) which shall state that either RCAR has (i) no interest in acquiring or licensing the Disclosable SCS Invention or (ii) an interest in acquiring or licensing the Disclosable SCS Invention. 5.1.4 If RCAR has an interest in acquiring or licensing the SCS Invention RCAR and the Disclosing SCS Member shall have ten (10) Business Days following the date of the RCAR SCS Invention Notice to negotiate mutually agreeable terms for RCAR’s acquisition or licensing of the Disclosable SCS Invention (the “Negotiation Period”). To facilitate this process RCAR first shall provide the Disclosing SCS Member with a written purchase proposal setting forth the principal terms on which RCAR is willing to purchase the Disclosable SCS Invention (the “RCAR Purchase Proposal”). 5.1.5 If the RCAR Purchase Proposal is accepted, the Disclosing SCS Member and RCAR shall proceed to consummation of the RCAR Purchase Proposal pursuant to Section 5.3. 5.1.6 If the RCAR Purchase Proposal is not accepted the Disclosing SCS Member and RCAR shall continue discussions and negotiations for the balance of the Negotiation Period. At any time during the Term of this LeaseNegotiation Period, Tenant the Disclosing SCS Member may, but is not obligated to, provide in writing a final proposal setting forth the terms it or he is, will or is willing to sell or license the Disclosable SCS Invention (the “Disclosing SCS Member’s Final Proposal”) following which RCAR shall have the option three (3) Business Days to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering provide written notice to Landlord the Disclosing SCS Member either accepting or rejecting the Disclosing SCS Member’s Final Proposal. Failure to provide such written notice of its election acceptance or rejection within the aforesaid 3-Business Day period shall be deemed a rejection by RCAR. 5.1.7 If the Disclosing SCS Member’s Final Proposal is accepted the Disclosing SCS Member and RCAR shall proceed to exercise consummation of the optionRCAR Purchase Proposal pursuant to Section 5.3. 5.1.8 If the Disclosing SCS Member’s Final Proposal is not accepted, then, subject to the further provisions of Section 5.2, the Disclosing SCS Member may proceed to sell or license the Disclosable SCS Invention to a third party.

Option to Purchase. At 12.1 The Landlord hereby grants to the Tenant an exclusive option to purchase all of the Landlord’s rights, title and interest in and to the Property at its fair market value (the “Option”) to be exercised by the Tenant at any time during the Term of this Lease, . Such sale of the Property to the Tenant shall have the option be made with legal warranty as to purchase that portion ownership only. 12.2 The fair market value of the Premises utilized Property shall be established and occupied said purchase process shall be conducted in the following manner: (a) concurrently with the delivery by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premiseswritten notice advising the Landlord of its intention to exercise the Option, as determined by a duly qualified appraiser mutually agreeable the Tenant shall submit to the Landlord by written notice, (i) a list of five (5) qualified real estate appraisers experienced in the appraisal (in accordance with the then current appraisal standards accepted by Canadian real estate institutional investors and lenders) of properties of a size and nature comparable to the Property, and (ii) its appraisal (the “Initial Appraisal”) of the prevailing fair market value for the Property; (b) within ten (10) business days of its receipt of the Initial Appraisal, the Landlord shall either (i) accept the fair market value contained in the Initial Appraisal, or (ii) submit to the Tenant by written notice, (a) its own list of five (5) appraisers meeting the above-listed requirements, and (b) its own appraisal of the fair market value for the Property (the “Appraisal of the Landlord”); failure of the Landlord to either accept the Initial Appraisal or submit its own list of appraisers and its Appraisal of the Landlord within the delay herein provided shall be deemed to be a rejection of the Initial Appraisal as being the proper fair market value for the Property; and (c) the first appraiser appearing on both lists shall be appointed by any party hereto as an arbitrator with an irrevocable mandate to select, within twenty (20) days of his (her) appointment, either the Initial Appraisal or the Appraisal of the Landlord as being the one which is the closest to his (her) own opinion of the fair market value for the Property; the appraisal chosen by said arbitrator shall constitute the applicable fair market value and shall be final, binding and not subject to any appeal; if no appraiser appears on both lists and the cost parties cannot jointly appoint an appraiser for the purpose of such appraisal shall be borne equally by this Section, any of the Landlord and parties may request the Tenant. If no agreement can be reached in choosing appropriate Court of the judicial district of Montreal, Canada, to nominate such an appraiser. 12.3 If Tenant exercises the Option and the terms of Section 12.2 are properly complied with by the Tenant, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree convey marketable title to the Fair Market ValueProperty to Tenant or Tenant’s designee by deed of sale before the Tenant’s notary, then free, clear and unencumbered as of closing, except restrictions and easements of record and current real estate taxes on or before the Landlord Appraiser and later of (a) thirty (30) days after the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser exercise of the Option or (b) ten (10) days after the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser fair market value in accordance with Section 12.2, at such exact date, time, and location in Montreal, Quebec, as shall be binding on agreed to between Landlord and Tenant at least two (2) days prior to such date. Simultaneously with closing of the parties. "Appraiser," as used in this paragraphpurchase and sale of the Property, shall include duly licensed real estate brokers. Landlord agrees to assign and transfer to Tenant may exercise the option to purchase by delivering written notice to Landlord all of its election right, title and interest in and to exercise the optionthis Lease, as then in effect, and Tenant agrees to assume all of Landlord’s obligations thereunder. If for any reason the closing of the sale of the Property cannot take place on or before the last day of the Term, the Term shall be deemed to be renewed up and until the effective date of the sale.

Option to Purchase. At Agency hereby grants to Redeveloper the ------------------ option to purchase the Leasehold Parcels, including all buildings, furniture, furnishings and equipment and inventory of food, beverages and other supplies (the "Option"), subject to the following terms and conditions: (a) Subject to the provisions hereof, Redeveloper may deliver a written notice of Redeveloper's election exercise the Option at any time during the Term hereof. Escrow shall close on or before ninety (90) days after receipt by Agency of Redeveloper's written notice of Redeveloper's election to exercise the Option, and Agency shall deliver to Redeveloper marketable title to the Leasehold Parcels free and clear of any encumbrances other than those (i) in existence at the Effective Date, (ii) approved by Redeveloper pursuant to this Lease, Tenant or (iii) created or incurred by Redeveloper; provided, however, the Property shall be free and clear of all monetary liens in existence on the Effective Date other than those created by Redeveloper (including, without limitation, deeds of trust executed by the Redeveloper, its successors and assigns, and mechanics liens resulting from work performed at the request of the Redeveloper). Agency agrees that it will not voluntarily encumber title to the Leasehold Parcels without Redeveloper's prior written consent. At the closing, Agency shall deliver to Redeveloper a good and sufficient grant deed with respect to the Leasehold Parcels. (b) Redeveloper shall have no right to exercise the Option, notwithstanding any provision in the grant of option to the contrary (i) at any time when Redeveloper is in default hereunder and continuing until the default is cured, or (ii) during the period of time commencing on the day after a monetary obligation to Agency is due from Redeveloper and unpaid (without any necessity for notice thereof to Redeveloper) and continuing until the obligation is paid, or (iii) in the event that this Lease has been terminated for any reason, or (iv) during any time Redeveloper's payment of license fees required by Section 9-10 of the Compton Municipal Code, or additional sums set forth in the City's Resolution No. 17,087, as amended, is due and unpaid, or (v) during any time any license or permit of Redeveloper or any subtenant or operator to operate a Card Club from the Property is suspended and has not been reinstated, subject, however, to the right of Redeveloper to replace an operator pursuant to Section 20(a)(xi) hereof. (c) All rights of Redeveloper under this Section shall terminate and be of no further force or effect, if this Lease is terminated for any reason, or if any license or permit from the City of Xxxxxxx or the State of California to operate a Card Club from the Property is terminated, annulled, canceled, revoked, repealed, or rescinded, or any other failure of Redeveloper or an operator claiming under Redeveloper to keep in full force and effect any license or permit required to operate the Card Club from the Project, and the expiration of all appeals thereof or the expiration of the time period for applying for an appeal or other procedure to reinstate the license or permit pursuant to the terms of any applicable ordinances, statutes, or regulations; provided, however, notwithstanding the foregoing, if the reason for the termination, annulment, cancellation, revocation, repeal, or rescission is Redeveloper's failure to pay any fees to the City of Xxxxxxx or the State of California as and when due, then Redeveloper's rights under this Option shall terminate if such fees are not paid within 60 days after their due date. (d) The Option granted to Redeveloper in this Lease is personal to Redeveloper, and may not be assigned voluntarily or involuntarily, or be exercised by any person or entity other than Redeveloper or a permitted assignee of Redeveloper. (e) Redeveloper shall have the option right to elect to purchase that portion only the Hotel Parcel and the Parking Parcels at the time Redeveloper exercises the Option. In such case,at the time Redeveloper exercises the Option, Redeveloper may elect either (i) to terminate this Lease as to the Expansion Parcels, or (ii) continue this Lease with respect to the Expansion Parcels. If Redeveloper elects to continue this Lease with respect to the Expansion Parcels, then upon the close of escrow for the Hotel Parcel and Parking Parcels, the Base Rent for the Expansion Parcels shall be fifty-nine percent (59%) of the Premises utilized Base Rent set forth in Section 10, and occupied by the Tenant in its truck line operations, or an integral part there shall be a termination of any land or building so utilized or occupiedremaining Rent Reduction/Credit pursuant to Section 10. Thereafter, but the Redeveloper shall not continue to have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this optionExpansion Parcels, this option shall extend only subject to the remaining Premisesprovisions hereof. (i) If Redeveloper purchases all the Leasehold Parcels at once, then the purchase price of the Leasehold Parcels shall be the sum of $8,082,500.00, increased at the rate of two percent (2%) per annum, simple interest, from the Effective Date, and decreased in an amount equal to interest at the rate of five percent (5%) per annum, simple interest, calculated on the purchase price of the Convention Center Parcel from the Effective Date to the date of closing of the purchase under the Option; provided, however, that the purchase price as so adjusted shall not be greater than the fair market value of the Property but, in no case, shall the ultimate purchase price be less than $8,082,500.00. (ii) If Redeveloper purchases only the Hotel Parcel and the Parking Parcels (whether due to the severing of the Expansion Parcel from this Lease due to the provisions of Section , or Redeveloper's election to purchase only the Hotel Parcel and Parking Parcels, as provided in Section ), then the purchase price of the Hotel Parcel and the Parking Parcels shall be the sum of $3,350,000.00, regardless of when purchased./1/ (iii) If upon acquisition of the Hotel Parcel and Parking Parcels Redeveloper has elected to continue this Lease, and thereafter purchases the Expansion Parcels, then the purchase price of the Expansion Parcels shall be calculated pursuant to the following formula: EPPP = 4,732,500 + (8,082,500 x .01 x (HPPD - ED)) + (4,732,500 x .02 x (EPPD - HPPD)) utilizing the following definitions: EPPP = Expansion Parcels Purchase Price HPPD = Hotel Parcel and Parking Parcels Date of Purchase ED = Effective Date EPPD = Expansion Parcels Date of Purchase utilizing the number of years, and any fraction thereof, between the HPPD, the ED, and the EPPD for the purpose of calculating the resulting factors. ----------- /1/ This is due to the fact that the parties had agreed to a base price of the Hotel Parcels and Parking Parcels in the sum of $3,350,000, increased at the rate of 2% per annum from the Effective Date, and reduced by the sum of the credit of 5% of the $2,000,000 purchase price for the Convention Center Parcel. However, due to the fact that such amount would result in a purchase price of less than $3,350,000, the parties have agreed to fix the purchase price of the Hotel Parcels and the Parking Parcels at $3,350,000. (g) The purchase price shall be equal to paid in all cash through the Fair Market Value close of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and escrow. Agency will pay the cost of such appraisal shall be borne equally by a CLTA policy of title insurance, any documentary transfer tax, and one half of the Landlord escrow fees. Redeveloper will pay cost of recording, the additional premium and any expenses (including survey costs) in the event Redeveloper desires to obtain an extended coverage policy of title insurance, and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination other half of the Fair Market Value by escrow fees. In connection therewith, the Independent Appraiser parties shall be binding on the parties. "Appraiser," execute normal and necessary escrow instructions and all documents reasonably called for thereunder, so long as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionsuch instructions and documents are not inconsistent herewith.

Option to Purchase. At If Landlord is required to obtain a Landlord Gambling License to permit the operation by Tenant of a gambling facility on the Premises for any reason whatsoever (not limited to the circumstances described in subsection 3(a)(F) above), and if Landlord (or the entity to which Landlord has assigned this Lease pursuant to paragraph 3(f) hereof) does not obtain the Landlord Gambling License on or prior to such time during the Term as Tenant or contemporaneously with such time as Tenant obtains a gaming license or obtains a finding of this Leasesuitability for a gaming license (if a finding of suitability is required under Pennsylvania law), whichever first occurs, then Tenant shall thereafter have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option ("Option") to purchase the Surplus PropertyPremises by giving notice to Landlord of the exercise of the Option. In Upon the event Landlord sells any parcels comprising exercise by Tenant of the Premises prior to Option, this Lease Agreement and the notice of Tenant's exercise of this option, this the option shall extend only constitute an agreement of sale and purchase between Landlord and Tenant, whereby Landlord shall agree to sell and Tenant shall agree to purchase the remaining Premises. Premises upon the following terms and conditions: (a) The purchase price ("Purchase Price") to be paid by Tenant to Landlord for the Leased Premises shall be equal the Fair Market Value of the Premises (determined as specified below) as of the Closing Date. The Purchase Price shall be paid at Closing (as defined below), by wire transfer of funds to Landlord's account. (b) The closing and settlement ("Closing") of the sale and purchase of the Premises pursuant to this Section 47 shall occur (the date on which Closing is to occur being herein called the "Closing Date") on the date specified by written notice from Tenant to Landlord (which date shall be no later than 90 days after the date on which Tenant has given to Landlord written notice of the exercise by Tenant of the Option). If the Closing Date specified by Tenant will occur after the date specified in this Lease Paragraph for the expiration of the Principal Term and if Tenant has not caused the Principal Term to commence Lease, then the Principal Term shall continue until the Closing Date. (c) Landlord shall, at Closing, convey to Tenant fee simple title to the Leased Premises by delivery of Landlord's special warranty deed, duly executed and acknowledged by Landlord and in proper form for recording. Title to the Leased Premises shall be good and marketable and shall be free and clear of all liens, restrictions, easements, encroachments, title company objections, or other title encumbrances, except for the title exceptions set forth on the Leasehold Policy of Title Insurance issued to Tenant by Commonwealth Land Title Insurance Company simultaneously with the execution of this Lease Agreement, and except for any additional encumbrances as shall be created by Tenant; and title to Premises shall be insurable as aforesaid at ordinary rates by the Commonwealth Land Title Insurance Company pursuant to an American Land Title Association Owner's Policy of Title Insurance - 1970-Form B (revised November 17, 1970 and November 17, 1984). (d) At Closing Tenant shall pay all realty transfer taxes. (e) The tender of an executed Deed by Landlord and the tender by Tenant of the Purchase Price at Closing are hereby mutually waived; but nothing herein contained shall be construed as a wavier of Landlord's obligation to deliver the Deed and/or of the concurrent obligation of Tenant to pay the Purchase Price at Closing. (f) (i) The "Fair Market Value of the Premises" shall be the amount agreed upon by Landlord and Tenant. if Landlord and Tenant are unable to agree upon the Fair Market Value of the Premises within 30 days after the date (which may be prior to the exercise of the Options) on which Tenant shall have requested that Landlord and Tenant attempt to agree upon the amount thereof, then Landlord and Tenant shall submit the determination of the Fair Market Value of the Premises to arbitration by a panel of three independent real estate appraisers located in the City of Philadelphia (who shall be members of the American Institute of Real Estate Appraisers (or an equivalent organization), and who shall be persons who have not acted in any capacity for either Landlord or Tenant) , one of whom shall be selected by Landlord, one of whom shall be selected by Tenant, and one of whom shall be selected by the two appraisers selected by Landlord and Tenant. If the two appraisers selected by Landlord and Tenant are unable to agree upon the third appraiser, either Landlord or Tenant, by giving ten (10) days notice to the other, may apply to the then President of the Real Estate Board of Philadelphia County (or comparable entity if the Real Estate Board of Philadelphia is not then in existence) for the selection of the third appraiser who meets the qualifications stated in this paragraph. Within thirty (30) days after the appointment of the appraisers (i) Landlord shall submit to the appraisers the lowest amount Landlord is willing to accept as the Fair Market Value of the Premises (determined as set forth below) (together with any supporting data which Landlord believes is relevant); and (ii) Tenant shall submit to the appraisers the highest amount Tenant is willing to pay as the Fair Market Value of the Premises (determined as set forth below in this subsection 2(c)) (together with any supporting data which Tenant believes is relevant). Within thirty (30) days following the receipt from Landlord and Tenant of such information; (i) if the designations of Fair Market Value of the Premises by Landlord and by Tenant are within five percent (5%) of each other, then the Fair Market Value of the Premises shall be deemed to be the average of the Fair Market Values of the Premises designated by Landlord and Tenant; or (ii) if the designations of Fair Market Value of the Premises by Landlord and Tenant are not within five percent (5%) of each other, then the appraisers shall determine which designation of Fair Market Value of the Premises, either Landlord's or Tenant's, most closely reflects the Fair Market Value of the Premises, taking into account the factors designated below. The determination of the appraisers as determined by a duly qualified appraiser mutually agreeable to Fair Market Value of the Premises pursuant to the provisions of the preceding sentence (it made pursuant to the provisions thereof) shall be final and binding on Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiserthe determination of Fair Market Value of the Premises is made pursuant to clause (i) of the penultimate preceding sentence, then the Landlord shall select an appraiser (costs and fees of the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon be born equally by Landlord and Tenant; and if the determination of Fair Market Value. Each party shall bear Value of the cost Premises is made pursuant to clause (ii) of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Valuepenultimate preceding sentence, then the Landlord Appraiser costs and fees of the Tenant Appraiser appraisers shall select a mutually agreeable independent and duly qualified appraiser (be born by the "Independent Appraiser"). The party whose statement of Fair Market Value of the Premises is not used by the appraisers for the determination of the Fair Market Value by of the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionPremises.

Option to Purchase. At any time during (a) If this Lease is not terminated by Landlord for a default by Tenant, and if Landlord should refuse to extend the Term term of this LeaseLease upon the same terms and conditions as herein set forth following the exercise by Tenant of its rights to extend under paragraph 3 hereof, and for continuing and successive five (5) year terms, Tenant shall have the option to purchase that portion the Premises for its fair market value minus, (i) the unamortized cost of any capital improvements exclusive of trade fixtures made to the Premises by Tenant, and (ii) the amount of all Landlord's indebtedness and other obligations of Landlords secured by a lien on all or any part of the Premises utilized and occupied which is not discharged by Landlord prior to the Closing. Fair market value shall be determined by an appraiser mutually agreed upon by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenantparties. If no agreement can be reached in choosing such the parties are unable to agree upon an appraiser, appraiser then the Landlord each party shall select an appraiser (the "Landlord Appraiser") and the Tenant two parties selected shall select an appraiser (a third. The average value of the "Tenant Appraiser") and such appraisers appraisals of the two appraisals most closely approximately one another shall mutually agree upon the Fair Market Value. Each party shall bear the cost control for purposes of its selected appraiserdetermining fair market value. If the Landlord Appraiser and the Tenant Appraiser parties are unable to agree upon the unamortized cost of capital improvements, the matter shall be submitted to arbitration under the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination auspices of the Fair Market Value by the Independent Appraiser American Arbitration Association. (b) Tenant shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the its option to purchase by delivering written notice in writing, to Landlord, no later than forty-five (45) days following the date Tenant has given notice in writing of Landlord's refusal to extend the term of the Lease beyond the period described in subparagraph (a). (c) At the closing which shall occur no later than sixty (60) days after Tenant exercises its option to purchase, Landlord shall convey title to the Premises to Tenant by warranty deed subject only to easements and restrictions of its election to exercise record. (d) The purchase price of the optionPremises shall be payable in immediately available funds at the closing.