Common use of Option to Purchase Clause in Contracts

Option to Purchase. During the period beginning on an Option Trigger Event and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary of the Effective Date, Lessee shall have the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase the Properties for the greater of (a) the fair market value (which fair market value shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amended.

Option to Purchase. During At any time during the period beginning on an Option Trigger Event and ending one hundred twenty days after the occurrence Term of an Option trigger Event and no earlier than the fifth (5th) anniversary of the Effective Datethis Lease, Lessee Tenant shall have the option after the fifth (5th) anniversary to purchase that portion of the Effective Date to give Lessor notice (Premises utilized and occupied by the “Option Notice”) Tenant in its truck line operations, or an integral part of Lessee’s election any land or building so utilized or occupied, but shall not have the option to purchase the Properties for Surplus Property. In the greater of (a) event Landlord sells any parcels comprising the fair market value (which fair market value shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied by the Purchase Price Multiple applicable Premises prior to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon Tenant's exercise of this option, Lessor and Lessee this option shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject extend only to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrowremaining Premises. The purchase price paid by Lessee in exercising this option shall be paid equal to Lessor or 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 person or entity as Lessor may direct at closing appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in immediately available fundschoosing 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 closing date may be extended for a reasonable period determination of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), Fair Market Value by the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance Independent Appraiser shall be paid over binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to Lessor at closing. Lessee shall not have the right purchase by delivering written notice to Landlord of its election to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedoption.

Option to Purchase. During Notwithstanding the period beginning foregoing provisions of this Section 12, in the event of dissolution, before any Partnership Assets shall be placed on an Option Trigger Event and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than market for sale, IBC or IGC LP (hereinafter in this Section 12(e) referred to as the fifth (5th"Purchasing Partner") anniversary of the Effective Date, Lessee shall have the option after the fifth (5th) anniversary to purchase all of the Effective Date Partnership Interest of the other Partners thereinafter in this Section 12(e) referred to give Lessor notice (as the “Option Notice”"Selling Partners") of Lessee’s election in the Partnership Assets. The Purchasing Partner shall have the right to purchase designate an affiliated entity as the Properties for Selling Partners' transferee, and, if the greater of (a) Purchasing Partner so designates a transferee, the fair market value (which fair market value Purchasing Partner shall be determined permitted to continue the Partnership by becoming General Partner, the transferee becoming a Limited Partner of the Partnership -- all in accordance with Section 19.02 below or (b) 11. The amount and terms of the Purchase Price multiplied purchase price shall be as mutually agreed upon by the Purchase Price Multiple applicable Purchasing Partner and the Selling Partners; provided, however, that if the Purchasing Partner and Selling Partners are unable to reach such mutual agreement, the year in which Purchasing Partner and the Option Selling Partners' group shall each promptly appoint an appraiser to Purchase is exercised as set forth in Exhibit F attached hereto find the value of the equity of the Partnership Assets, for purposes of a cash sale subject to existing encumbrances and made liabilities. If the two appraisers agree upon the equity value of the Partnership Assets, they shall jointly render a part hereofsingle written report of their opinion thereon. If the two appraisers cannot agree upon the equity value of the Partnership Assets, they shall each render a separate written report and shall together appoint a third appraiser, who shall appraise the Partnership Assets, and shall render a written report of his opinion thereon. All appraisers appointed shall be qualified by experience and ability to appraise the Partnership Assets; and the fees and other costs of each of the first two appraisers shall be borne by the group appointing each such appraiser, with the fees and other costs of the third appraiser being shared equally by both such groups. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt agreed equity value or the equity value contained in the aforesaid joint written report or written report of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action or inactionthird appraiser, as the case may be, have shall be used to determine the purchase price of the Partnership Interests of the Selling Partners (as if the Partnership Assets were sold on the basis of such value and the net proceeds thereof were distributed among the Partners in accordance with the provisions of Section 10(e) hereof); provided, however, that if the value of the equity contained in the appraisal report of the third appraiser is more than the higher of the first two appraisals, the higher of the first two appraisals shall govern; and provided, further, that if the value of the equity contained in the appraisal report of the third appraiser is less than the lower of the first two appraisals, the lower of the first two appraisals shall govern. Within sixty (60) days after the final written report (as aforesaid) has been granted by Lessor in lieu rendered, the Purchasing Partner shall give notice to the Selling Partners of a taking by its decision as to the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the aforesaid option. Both Lessor and Lessee agree to execute a purchase agreementIf such option is exercised, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees settlement shall be borne held within thirty (30) days after the date of such exercise. Unless otherwise mutually agreed upon by Lessee. Lessee shall continue to pay the Purchasing Partner and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee)Selling Partners, the escrow agent shall first apply terms of payment of the purchase price shall be: ten percent (10%) cash down, with the balance of the principal payable over a period of five (5) years in five (5) equal annual installments, with interest payable annually at the minimum applicable Federal rate, as determined pursuant to the payment of such mortgage I.R.C. (floating), or monetary lienthe u~ipaid princi~a1 balance, and with the balance right of prepayment in whole or in part at any time without penalty. The obligation of the Purchasing Partner to the Selling Partners shall be paid over to Lessor at closing. Lessee shall not have evidenced by the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose promissory note of the option granted herein or any interest thereinPurchasing Partner, except in conjunction with a permitted assignment of Lessee’s secured by the entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale Partnership Interests of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedPurchasing Partner.

Option to Purchase. During Pursuant to the period beginning on Lease HCPI has granted to Lessee a right of first refusal and an Option Trigger Event and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary of the Effective Date, Lessee shall have the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase from HCPI the Properties for the greater of (a) the fair market value (which fair market value shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto Facility, related tangible and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon exercise of this option, Lessor intangible personal property and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s HCPI's right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties license to operate the Facility. Such right of first refusal and option to purchase are collectively hereinafter referred to as the "Lease Option." The following grant to Manager of the date hereof, attached during the term certain rights and options in respect of the Lease through Lessee’s action or inaction, Option shall be so construed as not to apply unless Lessee shall have a right to exercise the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by LesseeLease Option. In the event Lessor is unable Lessee receives notice of its right to convey title as requiredexercise the Lease Option, Lessee shall have provide Manager with a copy of such notice and shall, if permitted to do so under the right to accept such title as Lessor can convey or elect not to consummate its exercise terms of the optionLease 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. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate If not permitted under the sale terms of the Properties in Lease Option to assign or convey the manner herein provided. All Costs incurred in connection with Lessee’s Lease Option to Manager, whether before or after exercise of the optionthereof, includingthen at Manager's request, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue proceed to pay and perform all of its obligations under this Lease until acquire the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising byFacility on Manager's behalf, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary pursuant to the terms of this Section the Lease Option, and upon completion of such acquisition, Lessee shall be deemed convey the facility to be an Event Manager upon the identical terms and conditions, including purchase price, by which Lessee acquired the Facility. Subject to applicable limitations on the right of Default under this 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 option granted herein shall 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 void. Notwithstanding conveyed or transferred under applicable law), all as more particularly described in the foregoingLease 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 purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amended"HCPI Assets").

Option to Purchase. During Subject to the period beginning on an Option Trigger Event terms and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary conditions of the Effective DateBond Agreement, at the expiration of the term or if the Bond Agreement is prepaid at any time, Lessee shall have the option after the fifth (5th) anniversary to purchase all or any portion of the Effective Date to give Lessor notice Project for One Dollar ($1.00) (the “Option Noticeto Purchase”). In addition, on the first day of each month during the term, Lessee shall, with the written consent of the Bondholder, have the option to purchase all or any portion of the Project for One Dollar ($1.00), which Option to Purchase shall be exercised at least fifteen (15) days with prior written notice to Lessor (which notice shall state the time, date and place at which transfer of the title to the Project shall occur). If Lessee so exercises the Option to Purchase, or at the end of the term, Lessor shall, on the date and at the time and place specified in Lessee’s election notice of exercise, convey to purchase Lessee, by general warranty deed and bill of sale, good and marketable fee simple title to the Properties for the greater of (a) the fair market value (which fair market value shall be determined in accordance with Section 19.02 below Project, including any and all mineral rights then owned or (b) the Purchase Price multiplied controlled by the Purchase Price Multiple applicable Lessor, free from any liens or encumbrances; provided, however, at the time and place specified in Lessee’s notice to exercise, either by the year in which exercise of the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt or by the termination of the Option Notice if Lease Agreement, legal and equitable title shall automatically be transferred from Lessor to Lessee notwithstanding the required appraisal fact that no general warranty deed and no bill of sale has been received andexecuted by the Lessor. It is the intention of the parties that at the conclusion of the term of the Lease or at the conclusion of the term of the Lease pursuant to the Option to Purchase, if not, a day for day extension will title to the Project shall automatically be allowed until vested in the appraisal is receivedLessee. Upon exercise of this optionAt the closing, Lessor and Lessee shall open enter into a new escrow account termination of this Lease Agreement, which shall be recorded with a recognized title insurance company selected by mutual agreement the deed of conveyance. The Lessee is expressly authorized to secure specific performance of the partiesLessor in a court of competent jurisdiction sitting in the Commonwealth of Kentucky to enforce the Option to Purchase in addition to all other rights and remedies at law or in equity. Such escrow Except as otherwise provided herein, the provisions of this Section 8 shall survive the termination or expiration of this Lease. The Lessor names, appoints and constitutes the Lessee as its irrevocable attorney-in-fact, coupled with an interest, the interest being its leasehold estate, to execute and deliver the foregoing special warrant deed and special warranty bill of sale, as well as the title affidavit, a provided above and to execute all other documents and to undertake all other action necessary to effect the transfer of the Project pursuant to this Section 8. In order to fully effect Xxxxxx’s right and interest under this Section 8, the Xxxxxx’s appointment as the Lessor’s attorney-in-fact to delegation cannot be subject terminated, nullified or revoked by the Lessor or otherwise by operation of law, notwithstanding anything contained herein to the standard escrow instructions contrary. Furthermore, any Event of Default by the escrow agent, to Lessee under this Lease shall not affect the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action or inactionauthority under its appointment, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839Lessor’s attorney-9503in-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedfact.

Option to Purchase. During If, during the period beginning on an Option Trigger Event and ending one hundred twenty days term of this Lease or ------------------------------- during any tenancy after the occurrence end of such term (otherwise than pursuant to an Option trigger Event and no earlier than agreement which supersedes this Lease), the fifth (5th) anniversary Tenant shall sell substantially all of its assets, or if substantially all of the Effective Datestock of the Tenant is sold, Lessee the Tenant, or its assigns, shall have the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase the Properties for leased premises. Such option shall be exercised by written notice to the greater Landlord and shall terminate on the earlier of (ai) one year after the closing of any such sale, or (ii) the date when the Tenant (or any assignee of the Tenant's interest under this Lease) no longer occupies the leased premises. The purchase price shall be the fair market value (which fair market value of the leased premises as then agreed upon by the Landlord and the Tenant or, if not so agreed upon, as determined by appraisal. The appraisal shall be determined conducted by an independent appraiser 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 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 Section 19.02 below or (b) the Purchase Price multiplied by preceding sentence, than the Purchase Price Multiple applicable to senior judge of the year District Court of the county in which the Option to Purchase leased premises is exercised as set forth in Exhibit F attached hereto and made a part hereoflocated shall select both of the appraisers. The closing for such purchase must occur appraisers shall each render a written report within ninety (90) days following Lessor’s receipt after the selection of the Option Notice second such appraiser, and the purchase price shall be 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 required appraisal has been received andLandlord and the Tenant unless they shall otherwise agree. In determining the value of the leased premises, if notthe rent and other terms of this Lease shall be ignored. The purchase price as so determined shall be paid, a day for day extension will be allowed until in cash, within thirty (30) days after the appraisal is receivedreport of the appraisers. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement payment of the parties. Such escrow purchase price, Landlord shall be subject convey the leased premises to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At Tenant or before the close of escrow, Lessor shall deliver to the escrow agent its limited assigns by general warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all monetary liens and encumbrances except liens for taxes and assessments free and clear of all other easements, restrictions, covenants and restrictions or encumbrances except any easements, restrictions, covenants or other encumbrances of record which were attached to the Properties as of on the date hereof. If the Tenant fails to pay the purchase price as so determined within such thirty (30) day period, attached the Tenant shall be deemed to have not effectively exercised its option and all of the Tenant's rights to purchase the leased premises under this Article shall be terminated and of no further force or effect without notice or any action on the part of the Landlord. Tenant's option to purchase under this Article is hereby assigned and set over to 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 the Lease through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner option herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedgranted.

Option to Purchase. During A. If this Lease shall be in effect and Tenant shall not be in default beyond the period beginning on an Option Trigger Event and ending one hundred twenty days after given to cure such default at the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary time of the Effective Dateexercise of this option to purchase, Lessee Tenant (but not any assignee of this Lease other than a subsidiary, affiliate or successor corporation to Tenant) shall have the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase the Properties for Leased Premises, or the greater 56 Premises, or the 70 Premises or the 88 Premises, or the Parking Lot, or any combination thereof, on the expiration date if the initial term of (a) this Lease or, in the fair market value (which fair market value shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the event Tenant has exercised its First Option to Purchase is exercised as set forth in Exhibit F attached hereto Renew and made a part hereof. The closing for such has not rescinded same, to purchase must occur within ninety (90) days following Lessor’s receipt the First Renewal Premises on the expiration date of the First Renewal Term, or in the event Tenant has exercised its Second Option Notice if to Renew and has not rescinded same, to purchase the required appraisal has been received and, if not, a day for day extension will be allowed until Second Renewal Premises on the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement expiration date of the parties. Such escrow shall be subject Second Renewal Term, or in the event Tenant has exercised its Third Option to Renew and has not rescinded same, to purchase the standard escrow instructions Third Renewal Premises on the expiration date of the escrow agent, Third Renewal Term. All of said expiration dates are hereinafter called “Option Date” and the particular Option Date being then exercised is hereinafter called the “Applicable Option Date”. If the property to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee be purchase is less than all of Lessor’s rightthe Leased Premises, title Landlord and interest Tenant shall enter into a parking easement agreement (if they have not done so previously), and record same in the Properties free and clear land records for Stamford, Connecticut, which agreement shall allocate the use of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lienparking spaces in, and the balance shall be paid over maintenance expenses of, the Parking Lot to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time owner of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose each of the option granted herein or any interest therein56 Premises, except the 88 Premises and the 70 Premises in conjunction with a permitted assignment of Lessee’s entire interest herein and then only proportion to the assignee thereofrentable square footage of each Building located thereon and taking into account parking spaces already located thereon or appurtenant thereto. Any attempted assignment of this option which is contrary to Such agreement shall run with the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale land comprising all of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedLeased Premises.

Option to Purchase. During Landlord hereby grants the period beginning Tenant an option to purchase the Leased Premises, at any time on an Option Trigger Event and ending one hundred twenty days or after the occurrence of an Option trigger Event and no earlier than the fifth Fifth (5th) year anniversary date of the Effective Datethis Lease Agreement, Lessee shall have the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase the Properties for the greater of (a) the at fair market value but in no event less than Six Million Dollars (which fair market value shall be determined $6,000,000.00) provided that Tenant is not in accordance with Section 19.02 below or (b) default under the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term terms of the Lease through Lesseeand the Lease has not otherwise been terminated. In determining fair market value, an appraiser shall be obtained by Tenant, at Tenant’s action or inactionexpense, and shall value the property as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lesseean adult cabaret. In the event Lessor Landlord is unable in disagreement with the appraisal provided by Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions request for confidential treatment and such other instruments omitted portions have been filed separately with the Securities and Exchange Commission. Tenant, then in such event Landlord shall obtain an appraiser, at Landlord’s expense, to value the property as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunderan adult cabaret. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee)event there is more than a 5% difference in the appraised values between Tenant’s appraisal and Landlord’s appraisal, the escrow agent parties shall first apply retain a third appraisal, said appraiser to be selected by Tenant’s and Landlord’s two appraisers, for a final appraisal to be performed for a valuation as an adult cabaret, with the purchase price 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 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 payment order of Landlord in the amount of $100,000.00 (the “Xxxxxxx Money”) shall be an effective exercise of Tenant’s Option, to wit: [DATE] “We hereby exercise the Option to purchase the property described in the Lease, pursuant to the Option contained in that certain Lease Agreement between us pertaining to said Premises.” The closing of such mortgage or monetary lien, and the balance Purchase shall be paid over to Lessor at closing. Lessee shall within sixty (60) days from the date of notice .Such exercise will not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein xxxxx Rent or any interest therein, except other Obligation in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall same will continue until Closing on said Option. All costs of Sale will be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedborn by Tenant.

Option to Purchase. During Subject to the period beginning on an Option Trigger Event terms and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary conditions of the Effective DateBond Agreement, at the expiration of the term or if the Bond Agreement is prepaid at any time, Lessee shall have the option after the fifth (5th) anniversary to purchase all or any portion of the Effective Date to give Lessor notice Project for One Dollar ($1.00) (the “Option Noticeto Purchase”). In addition, on the first day of each month during the term, Lessee shall, with the written consent of the Bondholder, have the option to purchase all or any portion of the Project for One Dollar ($1.00), which Option to Purchase shall be exercised at least fifteen (15) days with prior written notice to Lessor (which notice shall state the time, date and place at which transfer of the title to the Project shall occur). If Lessee so exercises the Option to Purchase, or at the end of the term, Lessor shall, on the date and at the time and place specified in Lessee’s election notice of exercise, convey to purchase Lessee, by general warranty deed and xxxx of sale, good and marketable fee simple title to the Properties for the greater of (a) the fair market value (which fair market value shall be determined in accordance with Section 19.02 below Project, including any and all mineral rights then owned or (b) the Purchase Price multiplied controlled by the Purchase Price Multiple applicable Lessor, free from any liens or encumbrances; provided, however, at the time and place specified in Lessee’s notice to exercise, either by the year in which exercise of the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt or by the termination of the Option Notice if Lease Agreement, legal and equitable title shall automatically be transferred from Lessor to Lessee notwithstanding the required appraisal fact that no general warranty deed and no xxxx of sale has been received andexecuted by the Lessor. It is the intention of the parties that at the conclusion of the term of the Lease or at the conclusion of the term of the Lease pursuant to the Option to Purchase, if not, a day for day extension will title to the Project shall automatically be allowed until vested in the appraisal is receivedLessee. Upon exercise of this optionAt the closing, Lessor and Lessee shall open enter into a new escrow account termination of this Lease Agreement, which shall be recorded with a recognized title insurance company selected by mutual agreement the deed of conveyance. The Lessee is expressly authorized to secure specific performance of the partiesLessor in a court of competent jurisdiction sitting in the Commonwealth of Kentucky to enforce the Option to Purchase in addition to all other rights and remedies at law or in equity. Such escrow Except as otherwise provided herein, the provisions of this Section 8 shall survive the termination or expiration of this Lease. The Lessor names, appoints and constitutes the Lessee as its irrevocable attorney-in-fact, coupled with an interest, the interest being its leasehold estate, to execute and deliver the foregoing special warrant deed and special warranty xxxx of sale, as well as the title affidavit, a provided above and to execute all other documents and to undertake all other action necessary to effect the transfer of the Project pursuant to this Section 8. In order to fully effect Lessee’s right and interest under this Section 8, the Lessee’s appointment as the Lessor’s attorney-in-fact to delegation cannot be subject terminated, nullified or revoked by the Lessor or otherwise by operation of law, notwithstanding anything contained herein to the standard escrow instructions contrary. Furthermore, any Event of Default by the escrow agent, to Lessee under this Lease shall not affect the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action or inactionauthority under its appointment, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839Lessor’s attorney-9503in-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedfact.

Option to Purchase. During At the period beginning on an Option Trigger Event and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary end of the Effective Dateseventh (7th), Lessee shall have tenth (10th), and fifteenth (15th) Contract Years and, with respect to each Project, at the option after the fifth (5th) anniversary end of the Effective Date applicable Initial Term and each Renewal Term of such Project, so long as Purchaser is not in default under this Agreement, Purchaser may purchase any Project (up to give Lessor notice (and including, an entire City Portfolio) from Seller on any such date for a purchase price equal to the Fair Market Value of such Project. The “Option Notice”) Fair Market Value” of Lessee’s election to purchase the Properties for the greater of (a) a Project shall be the fair market value (which fair market value of such Project determined between a willing buyer and a willing seller, each having adequate information and neither being under the compulsion to sell. The Fair Market Value of a Project shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of Purchaser and Seller; provided, however, if Purchaser and Seller cannot agree to a Fair Market Value within thirty (30) days after Purchaser has exercised its option, the parties. Such escrow Parties shall be subject select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the standard escrow instructions Fair Market Value of the escrow agent, to the extent they are not inconsistent herewithProject. At or before the close The costs of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrowParties equally. The purchase price paid by Lessee in exercising this option Purchaser shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for have a reasonable period of time to permit Lessor review and reconsider and withdraw its election to cure title defects or purchase the Project and shall have no obligation to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure accept such defect or default appraisal and Lessee continues to perform may, if it disagrees with such appraisal, obtain, at its obligations hereundercost, its own separate appraisal by a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee)If such appraisals materially differ, the escrow agent Parties shall first apply meet and confer and cooperate with one another to reconcile such differing appraisals, including by the appointment of a third qualified appraiser at the Purchaser’s cost who would receive and review the previous appraisals. Each appraiser shall act reasonably and in good faith to 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 price a Project at least ninety (90) days and not more than one hundred eighty (180) days prior to the payment end of the applicable Contract Year or the Initial Term or Renewal Term of such mortgage or monetary lienProject, as applicable, and the balance purchase shall be paid over complete prior to Lessor 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 closingPurchaser’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. Lessee Subject to Seller’s requirements regarding confidentiality, non-disclosure and non-use, and at the Purchaser’s cost, Purchaser shall not have the right to exercise this option or consummate provide such documentation and materials and the exercise thereof if at 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 time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose Project to Purchaser upon Xxxxxx’s receipt of the option granted herein purchase price and execution by the Parties of a written instrument or agreement to effect such transfer. Seller will assign to Purchaser any interest therein, except manufacturer’s warranties that are in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale effect as of the Properties would cause Lessor date of purchase and that are then assignable pursuant to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) their terms. Seller shall also provide Purchaser all Project operation and maintenance manuals and logs in Seller’s possession and provide Purchaser basic training on the operation and maintenance of the Internal Revenue Code of 1986, as amendedProject upon Purchaser’s reasonable request.

Option to Purchase. During the period beginning on an Option Trigger Event and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary of the Effective Date, Lessor hereby grants to Lessee shall have the option after to purchase the fifth (5th) anniversary of the Effective Date to give Lessor Leased Property by written notice (the “"Option Notice”") to Lessor at any time during the last six (6) months of Lessee’s election to the initial term of this Lease. The purchase the Properties for price shall be the greater of (a) the fair market value (which fair market value shall be determined in accordance with Section 19.02 below $675,000.00 or (b) the Purchase Price multiplied then fair market value of the Leased Property as determined by the Purchase Price Multiple applicable 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 local appraiser, and within ten (10) days after the Option Notice Lessor shall select and give notice to Lessee of the name of a local appraiser. The two appraisers so selected shall within twenty (20) days after the Option Notice select and give notice to Lessor and Lessee of the name of a third local appraiser. In the event either party fails to timely select an appraiser, the 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 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 year Premises. The appraiser or appraisers selected shall determine the then fair market value of the Premises and the Equipment and shall 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 assistance of a knowledgable entity or individual in connection with the appraisal of the Equipment. If the appraisers are unable to agree as to the then fair market value of the Premises or the Equipment, each appraiser shall make an appraisal of the then fair market value of the Premises and the Equipment, and the appraised value of the Premises or the Equipment, as the case may be, shall 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 Lessee of the then fair market value of the Premises and of the Equipment (the "Appraisal Notice Date"). 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 appraiser selected by Lessee shall be 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 Option insured is the Buyer and in the amount of the purchase price for the Premises. In addition to Purchase 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 date hereof it is exercised as 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 in on Exhibit F C attached hereto and made a part hereof. The Lessor represents and warrants that at the time of closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject to the standard escrow instructions of the escrow agent, relating to the extent they are option to purchase, there will be no matters affecting title to the Premises other than then current real property taxes, a lien not inconsistent herewith. At or before yet due and payable, and items 1 through 8 inclusive, set forth on Exhibit C, and Lessor at its expense at the close of escrowescrow shall cause to be satisfied, Lessor shall deliver if not previously satisfied, the matters set forth in items 9, 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 escrow agent its limited warranty deed conveying to Lessee all owner of Lessor’s right, the Equipment and title and interest in the Properties thereto is free and clear of any liens, encumbrances, adverse claims and all liens other matters except the matters set forth on Exhibit C, and encumbrances except liens for taxes 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 assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee 13 set forth on Exhibit C. The Escrow Instructions shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein providedstandard form then used by Escrow Agent and shall include the applicable provisions of this paragraph. All Costs incurred in connection with Lessee’s exercise of Escrow shall close within 120 days after the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees Appraisal Notice Date. The purchase price shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until payable in cash at the close of escrow. The purchase price paid by Lessee in exercising this option Lessor shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended charged the premium for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default standard coverage owner's policy and Lessee continues to perform its obligations hereundershall be charged the additional premium for the issuance of an extended coverage owner's policy. In 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 case custom then prevailing in Maricopa County, Arizona. At close of any mortgage or other monetary lien arising byEscrow, through or under Lessor (but not arising by, through or under Lessee), shall execute and deliver for the escrow agent shall first apply benefit of the purchase price Buyer a warranty deed with respect to the payment of such mortgage or monetary lien, and the balance Premise which shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then warrant title subject only to the assignee thereof. Any attempted assignment those matters permitted pursuant to this paragraph and a xxxx of this option which is contrary sale with respect to the terms of this Section Equipment which shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described warrant title without exceptions as set forth in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedparagraph.

Option to Purchase. During At any time prior to the period beginning on an Option Trigger Event and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary expiration of the Effective Datethen current term of this Lease (i.e., Lessee shall have the option after the fifth (5thInitial Term or any Renewal Term, as applicable) anniversary of the Effective Date Lessee, upon giving written notice to give Lessor notice (the “Option Notice”) of Lessee’s election ), shall have the right to purchase the Properties for Premises as set forth in this Section 42 (the greater of (a) the fair market value (which fair market value “Option to Purchase”). The purchase price shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied by Fair Market Value of the Purchase Price Multiple applicable Premises as established pursuant to the year in which appraisal procedure described on Exhibit “C” attached hereto. If the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such (i) the purchase must occur within price shall be paid at closing, which shall take place ninety (90) days following Lessor’s receipt of the Option Notice if Notice; (ii) Lessee shall take title subject only to those encumbrances of record in the required appraisal has been received andRegister’s Office of Xxxxxx County, if notTennessee as of the Plan Effective Date (exclusive any instrument evidencing a monetary lien, a day for day extension will all of which shall be allowed until the appraisal is received. Upon exercise of this option, satisfied by Lessor and released of record at or prior to closing) and real property taxes for the then current year, but Lessee shall open a new escrow account with a recognized not be obligated to take title insurance company selected by mutual agreement of the parties. Such escrow shall be subject to the standard escrow instructions of the escrow agentany other lien or other encumbrance; (iii) adjustment and prorations for taxes, utility charges and insurance premiums are to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties be made as of the date hereof, attached during of closing; (iv) the term of the Lease through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees deed shall be borne by Lessee. Lessee shall continue to pay a special warranty deed conveying marketable and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure insurable fee simple title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lienPremises, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then subject only to the assignee thereof. Any attempted assignment exceptions hereinabove referred to; (v) Lessor shall furnish Lessee an ALTA (Form B) owner’s policy of this option which is contrary title insurance insuring title to the terms of Premises subject only to the foregoing exceptions and to such other exceptions as Lessee may waive in writing; and (vi) Lessor will pay all customary closing costs except that Lessee shall be responsible for recording costs, transfer taxes and its own attorney’s fees. The parties hereby acknowledge and agree that the Option to Purchase set forth in this Section 42 shall be deemed independent of and in addition to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described set forth in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amended36 hereof.”

Option to Purchase. During Landlord hereby grants the period beginning Tenant an option to purchase the Leased Premises, at any time on an Option Trigger Event and ending one hundred twenty days or after the occurrence of an Option trigger Event and no earlier than the fifth Fifth (5th) year anniversary date of the Effective Datethis Lease Agreement, Lessee shall have the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase the Properties for the greater of (a) the at fair market value but in no event less than Six Million Dollars (which fair market value shall be determined $6,000,000.00) provided that Tenant is not in accordance with Section 19.02 below or (b) default under the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term terms of the Lease through Lesseeand the Lease has not otherwise been terminated. In determining fair market value, an appraiser shall be obtained by Tenant, at Tenant’s action or inactionexpense, and shall value the property as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lesseean adult cabaret. In the event Lessor Landlord is unable in disagreement with the appraisal provided by CONFIDENTIAL TREATMENT REQUESTED Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions request for confidential treatment and such other instruments omitted portions have been filed separately with the Securities and Exchange Commission. Tenant, then in such event Landlord shall obtain an appraiser, at Landlord’s expense, to value the property as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunderan adult cabaret. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee)event there is more than a 5% difference in the appraised values between Tenant’s appraisal and Landlord’s appraisal, the escrow agent parties shall first apply retain a third appraisal, said appraiser to be selected by Tenant’s and Landlord’s two appraisers, for a final appraisal to be performed for a valuation as an adult cabaret, with the purchase price 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 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 payment order of Landlord in the amount of $100,000.00 (the “Xxxxxxx Money”) shall be an effective exercise of Tenant’s Option, to wit: [DATE] “We hereby exercise the Option to purchase the property described in the Lease, pursuant to the Option contained in that certain Lease Agreement between us pertaining to said Premises.” The closing of such mortgage or monetary lien, and the balance Purchase shall be paid over to Lessor at closing. Lessee shall within sixty (60) days from the date of notice .Such exercise will not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein xxxxx Rent or any interest therein, except other Obligation in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall same will continue until Closing on said Option. All costs of Sale will be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedborn by Tenant.

Option to Purchase. During At any time prior to the period beginning on an Option Trigger Event and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary expiration of the Effective DateTerm of this Lease, the Lessee shall have the exclusive option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase the Properties property for a purchase price of five hundred and seventy five thousand ($575,000) dollars (the greater "Purchase Price") on the following terms and conditions. In the event the Lessee desires to purchase the Premise, Lessee shall notify the Lessor in writing of (a) its intention to exercise its option. Said closing shall occur within 60 days of the fair market value (which fair market value shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied receipt of said notice by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereofLessor. The closing for such purchase must occur within ninety (90the "Closing") days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, shall be held at a day for day extension will location to be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected mutually agreed upon by mutual agreement of the parties. Such escrow In such event, the Premises will be sold "AS IS", subject to receipt of a general warranty deed by the Lessee (or the equivalent thereof in Louisiana). An unencumbered, marketable title to the real property described herein shall be subject conveyed by deed of general warranty, with the usual covenants such as any title company will insure, except easements of record, restrictive covenants of record as to use and improvement of the property, and except applicable regulations imposed by the planning commission. Should title prove defective and such defect cannot be remedied prior to the standard escrow instructions of the escrow agentClosing as defined below, Lessee may, in its sole discretion upon written notice to the extent they are not inconsistent herewithLessor, extend the closing date or retract its offer to purchase the Premises. At or before closing, the close of escrowsecurity deposit being held by the Lessor hereunder shall be applied (and credited) toward the Purchase Price. At Closing, Lessor each party shall deliver pay the usual and customary closing costs ordinarily to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s rightbe borne by such party, title and interest in the Properties free and clear of all liens and encumbrances except liens for respectively. All taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties shall be pro-rated as of the date hereof, attached of ClosingLEASE. At any time prior during the term Term of the Lease through Lease, the Lessee shall be permitted to perform a Phase I and/or Phase Il investigation of the Premises, provided such investigation(s) are performed solely at the cost of the Lessee’s action . Lessee agrees that if in the course of conducting its own investigation, it discovers a condition on the Premises that it believes must be reported to governmental authorities; it shall promptly notify Lessor of the condition. Lessor shall bear the responsibility of reporting any such condition to the proper governmental authorities unless (i) such condition is an immediate threat to the health, welfare or inactionsafety of any individuals or the environment or (ii) the environmental engineer performing the investigation is obligated by law to report such condition to regulatory authorities. Notwithstanding anything to the contrary contained elsewhere in this Agreement, as the case may be, have been granted by Lessor in lieu of a taking shall reduce the Purchase Price by the power cost of eminent domain or any environmental remediation that the likeLessee is anticipated to incur in bringing the Premises up to local, or have been approved by Lesseestate and federal standards. In the event Lessor is unable to convey title as required, Lessee For purposes of this agreement "remediation" costs shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, includinginclude, but not be limited toto the disposal of contaminated soils (i.e. special waste non-hazardous and, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessorhazardous waste disposal), appraisal feessoil replacement, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay professional and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or technical costs relating to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be voidremediation. Notwithstanding the foregoing, the purchase option described in Lessor shall receive a minimum of three (3) months rent under this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedAgreement.

Option to Purchase. During At the period beginning on an Option Trigger Event and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary expiration of the Effective DateLease Term (as the same may be extended pursuant to Section 27), Lessee Tenant shall have the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase the Properties Premises from Landlord for the greater of (a) a total consideration equal to the fair market value (which of the Premises at the time the option is exercised. If 30 – LEASE AGREEMENT pdx/112037/138180/KMP/1247874.9 the parties are unable to agree on the fair market value value, the option price shall be determined in accordance with Section 19.02 below or (b) by appraisal. Each party shall appoint a MAI certified appraiser to appraise the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereofPremises. The closing appointed appraisers shall jointly select a third MAI certified appraiser to appraise the Premises (if they cannot agree, the Lane County Circuit Court shall appoint the third-appraiser). Each appraiser shall independently appraise the Premises, based, in part, on the assumption that the remaining Lease Term is for such purchase must occur within ninety a period of ten (9010) days following Lessor’s receipt years, and in doing so, each shall take into consideration and shall provide an appropriate discount for the costs Landlord would incur in marketing of the Option Notice if Premises, including but not limited to market rate terminal brokerage commissions and marketing costs, capital costs incurred in order to refurbish the required appraisal has been received andPremises for sale, if not, a day for day extension will and the creditworthiness of Tenant. The option price shall be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement average of the partiestwo closest appraisals. Such escrow Each party shall pay its own appraiser and evenly split the fee for the third appraiser. Tenant may exercise such option by giving Landlord written notice of Tenant’s election to exercise the option no fewer than fifteen (15) full calendar months before the expiration of the Lease Term as the same may be extended. The acquisition shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At closed on or before the close Lease Term expires. Conveyance shall be made by Landlord by means of escrow, Lessor a statutory warranty deed and shall deliver convey title to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties Premises free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties encumbrances existing as of the date hereofof this Lease and any lien or encumbrances Tenant may have caused, attached during the term of the Lease through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the likepermitted, or have been suffered to attach to the Premises or to Tenant’s interest in the Premises since the date of this Lease. Landlord shall furnish Tenant with a standard owner’s title insurance policy issued by a reputable title insurance company, selected by Landlord and approved by LesseeTenant, which approval shall not be unreasonably withheld. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, The title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay at the expense of Landlord and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for delivered within a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In after the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment closing of such mortgage or monetary lien, conveyance. The title insurance policy shall contain only the standard printed exceptions and the balance exceptions permitted on the deed. Proration of taxes and other customary adjustments shall be paid over to Lessor made as of the closing of the conveyance. The closing shall be in escrow at closing. Lessee a reputable escrow company selected by Tenant and approved by Landlord, which approval shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuingbe unreasonably withheld. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein The escrow fee and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section closing costs shall be deemed to be an Event of Default under this Lease and shared equally by the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedparties.

Option to Purchase. During the period beginning on Landlord hereby grants Tenant an Option Trigger Event and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary of the Effective Date, Lessee shall have the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase the Properties for Premises, 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 greater of (a) land comprising the fair market value (which fair market value shall be determined Premises was taken, except to the extent the proceeds thereof were distributed to Tenant in accordance with Section 19.02 below or (b) the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto Article 17), and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon exercise of this option, Lessor all fixtures and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties personal property therein on an "AS-IS" basis as of the date hereofExpiration Date for Eight Million and 00/100 Dollars ($8,000,000) and otherwise on the terms and conditions set forth herein, attached during the term provided that Landlord has not terminated this Lease or Tenant's right of possession of the Lease through Lessee’s action Premises under Article 18 and there exist no Events of Default or inactionevents which, as with the case may belapse of time, have been granted by Lessor in lieu the giving of a taking by the power of eminent domain or the likenotice, or have been approved by Lesseeboth, 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 Lessor is unable Tenant desires to convey title as requiredexercise the option herein granted, Lessee it shall have furnish Landlord written notice of its intent to do at least six (6) and not more than twelve (12) months prior to the right to accept Expiration Date. Upon delivering such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreementnotice, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees Tenant agrees that it shall be borne by Lesseebound and obligated to purchase the Premises as set forth herein. Lessee shall continue to pay Tenant agrees and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option acknowledges that Landlord shall be paid obligated to Lessor or deliver only a special warranty deed conveying good and indefeasible fee simple title to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period the Purchaser, subject to all covenants, conditions and restrictions of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default record, and Lessee continues to perform its obligations hereunder. In the case free of any mortgage or other monetary lien arising liens claimed by, through or under Lessor (but not arising byLandlord. 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 a surveyor acceptable to Landlord and Tenant. Tenant shall pay all other costs and expenses of consummating its purchase of the Premises including, through or under Lessee)without limitation, the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closingany transfer taxes. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of Tenant acknowledges that the option granted herein or any interest therein, except in conjunction with a permitted assignment is personal to Tenant and may not be assigned without the written consent of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, Landlord in its sole and absolute discretion, that the sale discretion (except to an Affiliate of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined Tenant under Section 857(b)(6) of the Internal Revenue Code of 1986, as amended14.1).

Option to Purchase. During 26.1) If the period beginning on an Option Trigger Event Tenant is not in default, Landlord hereby grants Tenant the right and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary of the Effective Date, Lessee shall have the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase the Properties for Premises at any time during the greater of (a) the fair market value (which fair market value Original Term or Renewal Term. The Purchase Price shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties, or, if the parties are unable to reach an agreement within thirty (30) days, the following appraisal process will be undertaken. Such escrow If the parties are unable to agree upon the purchase price, it shall be subject to determined by appraisers selected in the standard escrow instructions following manner: Landlord and Tenant shall each appoint an appraiser and the purchase price shall be as determined by the two appraisers so appointed. If the higher of the escrow agenttwo appraisals is no more than 10% greater than the lower appraisal, to the extent they are purchase price of the Premises 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 both parties, which approval shall not inconsistent herewithbe unreasonably withheld]. At or before The purchase price shall be the close average of escrow, Lessor the three prices determined by the appraisers. All appraisal costs and expenses shall deliver to be shared by the escrow agent its limited warranty deed conveying to Lessee all parties equally. All appraisers shall be qualified appraisers of Lessor’s right, title and interest commercial properties in the Properties Dayton, Ohio area. The appraisers shall give prompt written notice of the determination of purchase price pursuant to this Section. Tenant shall exercise this option, if at all, by giving Landlord written notice of its 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 liens restrictions, conditions, easements, and encumbrances encumbrances, except liens for the following: (i) real estate taxes and assessments then due and payable; (ii) easements, covenants covenants, conditions and restrictions of record which were attached to record; (iii) zoning, building and other laws, ordinances and regulations; (iv) all legal highways; and (v) all encumbrances on or affecting the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action Premises created or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed suffered to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedcreated by Tenant.

Option to Purchase. During the period beginning on an Option Trigger Event and ending one hundred twenty days At any time after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary expiration of the Effective DatePrimary Term but while Tenant is still a Tenant under this Lease, Lessee Tenant shall have the option after the fifth (5th) anniversary to purchase that portion of the Effective Date to give Lessor notice (Premises utilized and occupied by the “Option Notice”) Tenant in its truck line operations, or an integral part of Lessee’s election any land or building so utilized or occupied, but shall not have the option to purchase the Properties for Surplus Property. In the greater of (a) event Landlord sells any parcels comprising the fair market value (which fair market value shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied by the Purchase Price Multiple applicable Premises prior to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon Tenant's exercise of this option, Lessor and Lessee this option shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject extend only to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrowremaining Premises. The purchase price paid by Lessee in exercising this option shall be paid equal to Lessor or 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 person or entity as Lessor may direct at closing appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in immediately available fundschoosing 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 closing date may be extended for a reasonable period determination of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), Fair Market Value by the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance Independent Appraiser shall be paid over binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to Lessor at closing. Lessee shall not have the right purchase by delivering written notice to Landlord of its election to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedoption.

Option to Purchase. During Lessor hereby grants to Lessee, upon and subject to the period beginning on terms and conditions hereinafter set forth, an Option Trigger Event and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary of the Effective Date, Lessee shall have the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”"Option") of Lessee’s election to purchase the Properties Premises at any time on or before February 28, 1999 (the "Option Expiration Date"). If the Option is exercised as hereinafter provided, the purchase price for the greater of (a) Premises shall be the fair market value of the Premises as of the Closing (which as hereinafter defined), but with appropriate adjustments to account for any deficiencies in the condition of the Premises resulting from any breach by Lessee of the terms of this Lease. Such adjusted fair market value shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of Lessor and Lessee, or if the parties are unable to agree on such fair market value within sixty (60) days of the effective date of Lessee's exercise of the Option, then by a recognized and qualified independent appraiser chosen by agreement of the parties. Such escrow , who shall be subject experienced in evaluating properties similar to the standard escrow instructions Premises (a "Qualified Appraiser"). If following expiration of the escrow agentforegoing sixty (60) day period the parties are unable to agree on a mutually acceptable Qualified Appraiser within an additional thirty (30) days, then within ten (10) days thereafter each shall nominate one (1) Qualified Appraiser, and those nominees shall together select a third Qualified Appraiser within twenty (20) days following their selection, which Qualified Appraiser shall thereupon conduct the appraisal and determine the purchase price within sixty (60) days. Except as otherwise provided herein, each party shall pay the fees of its own Qualified Appraiser, and one-half (1/2) the fees of the third Qualified Appraiser. Subject to the extent they are not inconsistent herewith. At or before limitations hereinafter provided, the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Option may be exercised by Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached at any time during the term of the Lease through Lessee’s action or inactionoption period, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, provided further that Lessee shall have the right given Lessor at least twelve (12) months, prior written notice of its intent to accept such title so exercise, as Lessor can convey or elect not to consummate its exercise provided in Section 25, which notice shall include a statement of the optionproposed purchase price. Both Lessor and Lessee agree to execute a If this purchase agreement, escrow instructions and such other instruments option is exercised as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoingaforesaid, the purchase option described in this Section of the Premises shall be null upon terms and void in conditions customary to such transactions, including without limitation the event that Lessor determines, in its sole following conditions and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amended.provisions:

Option to Purchase. During A. On the period beginning on condition that Tenant is not in default hereunder, Landlord hereby grants to Tenant an Option Trigger Event option to purchase the Premises and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary all or a portion of the Effective DateProperty, Lessee shall have to be designated by Landlord in its sole discretion (collectively the option after “Option Property”) at the fifth (5th) anniversary end of the Effective Date original ten (10) year term of this Lease. If Tenant desires to give Lessor exercise such option to purchase, Tenant shall provide Landlord with written notice of its intent to exercise such option (the “Option Notice”) of Lessee’s election to purchase the Properties for the greater of not less one (a1) the fair market value (which fair market value shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied by the Purchase Price Multiple applicable year prior to the expiration of the original ten (10) year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereofterm of this Lease. The closing for such purchase must occur within ninety Within fifteen (9015) days following Lessorof Landlord’s receipt of the Option Notice if the required appraisal has been received andNotice, Landlord shall provide to Tenant written notice of what, if notany, a day for day extension will be allowed until portion of the appraisal is receivedbalance of the Property Landlord has elected to include with the Premises as Option Property (“Option Property Notice”). Upon exercise 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 optionSection 24, Lessor but in no event shall the purchase price of (i) the Premises be less than $3,540,000 and Lessee shall open a new escrow account with a recognized title insurance company selected (ii) the Property, excluding the Premises, be less than $1,240,000, reduced by mutual agreement the net purchase price received by Landlord from the sale of any portion of the partiesProperty, excluding the Premises (the “Purchase Agreement”). Such escrow 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, then Tenant’s option to purchase shall terminate, time being of the essence under this Section 24. The closing date for Tenant’s purchase of the Option Property shall be subject to March 31, 2013, the standard escrow instructions expiration date of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the original ten (10) year term of the Lease through Lessee’s action or inaction, as (the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor“Closing Date”), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amended.

Option to Purchase. During the period beginning on an Option Trigger Event and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary of the Effective Date, Lessee shall have Landlord hereby grants to Tenant the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase the Properties for Premises (the greater "Purchase Option"), on the fifth, tenth and fifteenth anniversary hereof by giving Landlord written notification of (a) the fair market value (which fair market value shall be determined in accordance with Section 19.02 below or (b) exercise of the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety option not less than Ninety (90) days following Lessor’s receipt prior to the option date except for the fifteenth anniversary which written notification must be not less than One Hundred and Eighty (180) days prior to the option date. Tenant and Landlord shall, within fifteen (15) days after Tenant exercises the Purchase Option, provide to the other party the name of an appraiser 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 Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee third appraiser each party shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject provide to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee appraisers all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments customary information as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale requested by any of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the optionappraisers, including, but not limited to, escrow fees, title insurance fees, recording a complete history of operating costs or fees, reasonable attorneys’ fees and expenses for the Property. Within thirty (including those 30) days after the date of the Lessor)appointment of the third appraiser, the appraisers shall have completed the appraisal feesof the Premises to determine the fair market value. The parties hereto acknowledge that the provisions to determine the fair market value are fair and reasonable. In the event that the appraisers cannot agree upon the fair market value of the Premises, stamp taxes and transfer fees then the fair market value of the Premises shall be borne equal to the average of the two appraisal values which are closest together. In any event, the appraised value determined 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 Lesseethe parties hereunder. Lessee shall continue to pay and perform all Any appraisal required or permitted by the terms of its obligations under this Lease until 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 expenses incurred in connection with such appraisal. The value so decided pursuant to the close of escrowforegoing paragraph shall be referred to herein as the "FMV". The purchase price to be paid by Lessee in exercising this option Tenant pursuant to the Purchase Option shall be paid to Lessor the highest of : (1) FMV; (2) One Million Thirty Thousand and No/100 Dollars ($1,030,000.00) (the "Original Purchase Price") plus three percent (3%) per annum from and after May 1, 2009; or to such person or entity (3) the Original Purchase Price plus cumulative increases (expressed as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default percentage) using the most recent Consumer Price Index All Urban Consumers from and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising byafter May 1, through or under Lessor 2009 (but not arising by, through or under LesseeU.S. City Average), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amended.

Option to Purchase. During the period beginning on an Option Trigger Event and ending one hundred twenty days after the occurrence of an Option trigger Event and If Grantee determines that it no earlier than the fifth (5th) anniversary longer has need of the Effective Date, Lessee shall have Easement Area to serve the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase the Properties for the greater of (a) the fair market value (which fair market value shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action or inactionConvention Center Property, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, determined in its sole and absolute discretion, Grantee shall notify Grantor in writing of same (“Disposition Notice”). Grantor shall have an option to purchase Grantee’s entire interest in the Easement Area and this Agreement and to terminate this Agreement on the terms and conditions set forth in this Section 29. Said option to purchase shall be exercisable within sixty (60) days following the Disposition 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. Grantor’s purchase price (the “Purchase Price”) shall be 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 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 sale 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 to both Parties. If the Parties are unable to agree to another appraisal process, then each Party shall select an appraiser who is a member of the Properties would cause Lessor Appraisal Institute within ninety (90) days after Grantor delivers the Acquisition Notice and the 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 recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6less than ten percent (10%) of the Internal Revenue Code higher appraisal, the Purchase Price shall be the average of 1986the 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 amended.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 to both Parties or either party may terminate all further rights of Grantor under this Section 29. [Signatures on next page]

Option to Purchase. During Landlord hereby grants the period beginning Tenant an option to purchase the Leased Premises, at any time on an Option Trigger Event and ending one hundred twenty days or after the occurrence of an Option trigger Event and no earlier than the fifth Fifth (5th) year anniversary date of the Effective Datethis Lease Agreement, Lessee shall have the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase the Properties for the greater of (a) the at fair market value but in no event less than Six Million Dollars (which fair market value shall be determined $6,000,000.00) provided that Tenant is not in accordance with Section 19.02 below or (b) default under the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term terms of the Lease through Lesseeand the Lease has not otherwise been terminated. In determining fair market value, an appraiser shall be obtained by Tenant, at Tenant’s action or inactionexpense, and shall value the property as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lesseean adult cabaret. In the event Lessor Landlord is unable in disagreement with the appraisal provided by Tenant, then in such event Landlord shall obtain an appraiser, at Landlord’s expense, to convey title value the property as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunderan adult cabaret. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee)event there is more than a 5% difference in the appraised values between Tenant’s appraisal and Landlord’s appraisal, the escrow agent parties shall first apply retain a third appraisal, said appraiser to be selected by Tenant’s and Landlord’s two appraisers, for a final appraisal to be performed for a valuation as an adult cabaret, with the purchase price 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 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 payment order of Landlord in the amount of $100,000.00 (the “Xxxxxxx Money”) shall be an effective exercise of Tenant’s Option, to wit: [DATE] “We hereby exercise the Option to purchase the property described in the Lease, pursuant to the Option contained in that certain Lease Agreement between us pertaining to said Premises.” The closing of such mortgage or monetary lien, and the balance Purchase shall be paid over to Lessor at closing. Lessee shall within sixty (60) days from the date of notice .Such exercise will not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein xxxxx Rent or any interest therein, except other Obligation in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall same will continue until Closing on said Option. All costs of Sale will be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedborn by Tenant.

Option to Purchase. During the period beginning on an Option Trigger Event and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary of the Effective Date, Lessee shall have Landlord hereby grants to Tenant the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice purchase (the “Option Notice”"Purchase Option") of Lessee’s election to purchase the Properties for the greater of (a) the at fair market value (which fair market value shall be determined in accordance with Section 19.02 below or (b) on the Purchase Price multiplied fifth, tenth and fifteenth anniversary hereof by giving Landlord written notification of the Purchase Price Multiple applicable to exercise of the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety option not less than Ninety (90) days following Lessor’s receipt prior to the option date. The fair market value of the Option Notice if the required appraisal has been received and, if not, a day for day extension Premises will be allowed until determined by appraisal pursuant to this Section 23.C. Tenant and Landlord shall, within fifteen (15) days after Tenant exercises the appraisal is receivedPurchase Option, provide to the other party the name of a person selected to act as appraiser on behalf of such party. Upon exercise of this option, Lessor and Lessee The two appraisers thus appointed shall open jointly agree upon a new escrow account third appraiser within ten (10) days after both appraisers have been selected in accordance with a recognized title insurance company selected by mutual agreement the preceding sentence. Within ten (10) days after appointment of the parties. Such escrow third appraiser each party shall be subject provide to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee appraisers all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments customary information as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale requested by any of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the optionappraisers, including, but not limited to, escrow fees, title insurance fees, recording a complete history of operating costs or fees, reasonable attorneys’ fees and expenses for the Property. Within thirty (including those 30) days after the date of the Lessor)appointment of the third appraiser, the appraisers shall have completed the appraisal feesof 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, stamp taxes 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 Landlord to acquire the Premises on the date hereof. The parties hereto acknowledge that the provisions to determine the fair market value are fair and transfer fees reasonable. In the event that the appraisers cannot agree upon the fair market value of the Premises, then the fair market value of the Premises shall be equal to the average of the two appraisal values which are closest together. In any event, the appraised value determined 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 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 the appraisal shall be borne by Lesseethe Tenant. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply Closing on the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose occur within 45 days of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale determination of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedfair market value.

Option to Purchase. During Tenant has the period beginning on an Option Trigger Event and ending one hundred twenty days after option to Purchase the occurrence of an Option trigger Event and no earlier than Leased Premises at its fair market value at the fifth (5th) anniversary expiration of the Effective Dateterm 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, Lessee it shall have so notify Landlord no later than 180 days prior to the option after the fifth (5th) anniversary expiration of the Effective Date term of this Lease. The parties shall promptly thereafter use reasonable efforts to give Lessor notice (the “Option Notice”) of Lessee’s election agree as to purchase the Properties for the greater of (a) the fair market value (which fair market value shall be determined in accordance of the Leased Premises. If they cannot agree, they will attempt to agree on the selection of a single appraiser with Section 19.02 below or (b) recognized qualifications to appraise the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereofpremises. The closing for determination of such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension appraiser will be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of binding upon the parties. Such escrow shall 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 subject to binding upon the standard escrow instructions parties. Upon payment of the escrow agentprice, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor Landlord shall deliver the following to Tenant: a good and sufficient quitclaim deed of the escrow agent its limited warranty deed Leased Premises conveying to Lessee all of Lessor’s right, title and interest in the Properties free good and clear of all liens record and marketable title, free from encumbrances except liens for taxes (i) those which do not materially and assessments and unreasonably interfere with the current use of the Leased Premises or (ii) the easements, covenants and restrictions restrictions, reservations of record which were attached to the Properties and other encumbrances existing as of the date hereofof this Lease (other than voluntary liens granted by Landlord). In connection with its purchase of the leased premises, attached during 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 lease, the Lease through LesseeTenant’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee rights under this section shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor expire and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees Landlord shall be borne by Lessee. Lessee shall continue entitled to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to take such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price actions with respect to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” Leased Premises as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedit deems appropriate.

Option to Purchase. During The parties can, however, still opt to insert a clause stating that the Buyer will be entitled to purchase the further developments of and improvements to the Invention which the Seller makes in the period beginning after the transfer. Since in cases where ownership of the origi- nal Invention has been transferred there is rarely a market for further developments be- yond the Buyer, a clause should not be drawn up as a right of first refusal clause, where the Buyer is able, where appropriate, to buy at the same price and on the same general terms as a third party would have offered. Instead the clause should be drawn up as an Option Trigger Event option to purchase clause, where the Buyer is entitled to buy the further development within a specific time window. Should the Buyer not exercise this right – or should the parties be unable to agree on terms – this leaves the Seller free to sell the further devel- opment to a third party on terms and ending one hundred twenty at a price that are identical to those which the Sell- er could not convince the Buyer to take up. If the Seller is contacted by a third party before the terms of the option to purchase are presented to the Buyer (or while negotiations with the Buyer are in progress and before the expiry of the window), the Seller must be aware that a subsequent offer from a third party will trigger the duty to ask the Buyer if he wishes to exercise his option to pur- chase, even if the Buyer has previously rejected the opportunity to purchase the im- provement on comparable or almost comparable terms. If the parties would like such a clause, the text below could be inserted as an alternative: “For a period of [xx] days after the occurrence Seller’s written notification to the Buyer that the Seller has further developed or improved the Invention, the Buyer has an option to purchase this development or improvement. If the Buyer wishes to exercise the option to purchase, this shall take place by written notification to the Seller within the deadline indicated. If the Buyer does not provide written acceptance before the expiry of the deadline, the Seller is entitled to make an Option trigger Event and offer to a third party on terms which are no earlier more beneficial for the third party than the fifth (5th) anniversary of the Effective Date, Lessee shall have the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase the Properties for the greater of (a) the fair market value (terms which fair market value shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied by the Purchase Price Multiple applicable were offered to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by LesseeBuyer. In the event Lessor that a third party makes an offer for the Seller’s improvement before the Buyer has had the opportunity to make a decision on the issue in accordance with the procedure described above, the Seller is unable obliged to convey title as requiredfirst send in writing an offer to the Buyer on terms comparable to those offered by the third party. If the Buyer does not provide written acceptance before the expiry of the deadline, Lessee shall have the right Seller is entitled to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lesseethird party’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedoffer.”

Option to Purchase. During At any time during the period beginning on an Option Trigger Event and ending one hundred twenty days after the occurrence term of an Option trigger Event and no earlier than the fifth (5th) anniversary of the Effective Datethis Lease, Lessee Tenant shall have the option to purchase the Leased Premises and the property leased by Roadway Express on the terms and conditions set forth herein. Tenant may exercise this option by giving Landlord written notice of its election to do so in accordance with the notice requirements set forth in Section 2.3. In such event, the purchase price for the Leased Premises shall be $530,000. Within 15 days after receipt of Tenant's notice exercising this option, Landlord shall cause Lawyers Title Insurance Corporation (or other title insurance approved by Tenant) to furnish a commitment for title insurance reflecting the fifth (5th) anniversary status of title to the leased Premises. If Tenant objects to any of the Effective Date matters affecting title to give Lessor notice (the “Option Notice”) Leased Premises, Tenant shall notify Landlord in writing within 15 days after Tenant's receipt of Lessee’s the title insurance commitment, and Landlord shall attempt to cure such objections. If Landlord is unable to cure any such objections within 15 days after receipt of Tenant's objections, Tenant may terminate its election to purchase the Properties for the greater of Leased Premises (a) the fair market value (which fair market value shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which event, Tenant may then exercise its right to renew this Lease pursuant to Section ) or Tenant may waive such uncured objections and proceed to purchase the Option to Purchase is exercised as set forth in Exhibit F attached hereto Leased Premises. Unless Landlord and made a part hereof. The Tenant otherwise agree, the closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if sale of the required appraisal has been received and, if not, a day for day extension will be allowed until Leased Premises shall occur at the appraisal is received. Upon exercise title company within 30 days after the termination of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewithLease. At the closing: (i) Tenant shall pay the full purchase price in cash or before the close of escrowby certified cashiers check, Lessor and (ii) Landlord shall execute and deliver to the escrow agent its limited a general warranty deed conveying title to Lessee all of Lessor’s right, title and interest in the Properties Leased Premises to Tenant free and clear of any liens created or caused by Landlord and shall cause the title company to deliver to Tenant, at Landlord's sole cost and expense, a title insurance policy issued by Lawyers Title Insurance Corporation (or another title insurance company approved by Tenant) insuring title to such property subject only to the matters reflected on the title insurance commitment which remain in effect after the title curative process described above. Tenant shall pay rent at the rate then in effect with respect to the Leased Premises through the closing date. Each party shall be responsible for the normal and customary closing costs paid by a buyer and seller at a closing of this type; provided, however, Tenant shall be responsible for all liens and encumbrances except liens for ad valorem taxes and assessments and easements, covenants and restrictions of record which were attached insurance provided in this Lease. If Tenant does not exercise this option to purchase the Properties as of the date hereof, attached Leased Premises during the initial term of this Lease, but does renew this Lease for the Lease through Lessee’s action or inactionrenewal term, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee Tenant shall have the right option to accept such title purchase the Leased Premises at any time during the renewal term on the same terms and conditions as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreementset forth above, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply except that the purchase price shall be equal to the payment product obtained by multiplying $530,000 by a fraction, the numerator of such mortgage or monetary lien, which is the CPI Index for November 2000 and the balance shall be paid over to Lessor at closing. Lessee denominator is the CPI Index for December 1995, provided that the purchase price shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedless than $630,000.

Option to Purchase. During Provided that the period beginning on an Option Trigger Event and ending one hundred twenty days after Tenant is not then in default under the occurrence terms of an Option trigger Event and no earlier than this Lease, then the fifth (5th) anniversary of the Effective Date, Lessee shall have the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase the Properties for the greater of (a) the fair market value (which fair market value shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which Landlord grants Tenant the Option to Purchase is exercised as set forth 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 F attached hereto and made A-1. In order to exercise this Option, Tenant shall notify the Landlord, in writing, of its desire to exercise the Option which shall contain a part hereofproposed purchase price supported by a Real Estate Appraisal. The If the Landlord agrees to the Purchase Price proposed by Tenant, then the closing for such purchase must shall occur within ninety (90) 60 days following Lessor’s of the date that the Offer is received by the Landlord. Within 14 days of the Offer date, the Landlord shall notify Tenant whether it agrees to the Offer Price. If the Landlord does not agree to the Offer Price, then the Landlord shall, within 45 days of the receipt of the Option Notice if Offer, send a counter-proposal to Tenant, setting forth its proposed sale price, which sale price shall be supported by a Real Estate Appraisal. (“Counter-Offer”) If the required appraisal has been Tenant agrees to the Purchase Price proposed by Landlord, then the closing shall occur within 60 days of the date that the Counter-Offer is received andby the Tenant. If the Tenant does not accept the Counter-Offer, if not, a day for day extension then the parties agree that the Purchase Price will be allowed until the appraisal is receivedset by a third party real estate appraiser. Upon exercise of this option, Lessor and Lessee This appraiser shall open a new escrow account with a recognized title insurance company be selected by mutual agreement of the partiesTenants Real Estate Appraiser and the Landlords Real Estate Appraiser, who shall independently appraise the Premise and set the purchase price. Such escrow real estate appraisal shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as completed within 45 days of the date hereofthat the Real Estate Appraiser is selected by the Appraiser, attached 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 Two Million and 00/100 ($ 2,000,000.00). This option may be exercised by Tenant during the term first 37 months of the Lease through Lessee’s action or inactionlease. Should the option not be exercised within the first 37 months of the lease, as then the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lesseeoption shall expire. In order to exercise the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee)Option, the escrow agent Tenant shall first apply notify the purchase price to Landlord in writing as required for notice under the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein closing shall occur as within 60 days thereafter or as soon thereafter as clear title may be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedgive by Landlord.

Option to Purchase. During If, during the period beginning on an Option Trigger Event Initial Term or any Renewal Term, Landlord decides to sell the Property and ending one hundred twenty days after Building, Tenant shall have a right of first refusal to acquire the occurrence of an Option trigger Event Property and no earlier than the fifth Building at Fair Market Value (5th) anniversary of the Effective Date, Lessee defined below). Tenant also shall have the exclusive and irrevocable option after during the fifth (5th) anniversary third Renewal Term of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election this Lease to purchase the Properties for Property and Building at a price equal to the greater Fair Market Value as determined by 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 are not able to mutually agree on an independent appraiser whose appraisal they both agree to accept within twenty (a20) days of receiving the Tenant’s notice to exercise its option, the Landlord and the Tenant shall each select one qualified MAI appraiser or appraisal firm. Each appraiser or appraisal firm shall be duly licensed in the State of Vermont. The parties shall seek to mutually agree on a third appraiser or appraisal firm. In the event the 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 (which fair market of the Property and Building. The highest value and the lowest value shall both be determined disregarded and the value in accordance with Section 19.02 below or (b) the Purchase Price multiplied 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 Purchase Price Multiple applicable 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 year in which Building or Property other than that used by the Option Tenant, (3) real estate taxes not yet due and payable, and (4) encumbrances arising by or through the Tenant. If the title to Purchase all or part of the Property or Building is exercised as set forth in Exhibit F attached hereto and made unmarketable, the Landlord shall have a part hereof. The closing for such purchase must occur within reasonable time, not to exceed ninety (90) days following Lessor’s receipt 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 the Option Notice if the required appraisal has been received andFair Market Value, extended by such time, if notany, a day for day extension will be allowed until as is necessary to cure defects, etc., the appraisal is received. Upon exercise of this option, Lessor purchase and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow sale contemplated herein shall be subject closed by the Tenant paying to the standard escrow instructions of Landlord the escrow agent, Fair Market Value and by the Landlord executing and delivering to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited Tenant a transferable and recordable warranty deed conveying to Lessee all of Lessor’s right, that conveys title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein providedset forth above. All Costs incurred Provided the closing is consummated in connection accordance with Lesseethis 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 exercise policy of title insurance that provides any coverage in excess of, or in addition to, the option, 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, title insurance fees, recording costs or fees, reasonable attorneys’ fees and (including those 4) the cost of preparation of the Lessor)closing documents. The Vermont Property Transfer Tax, appraisal feesif applicable, stamp taxes and transfer fees shall be borne by LesseeTenant. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option Tenant shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended responsible for a reasonable period of time to permit Lessor to cure procuring the title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee)insurance policy, the escrow agent shall first apply survey and any environmental reports, Tenant’s approval of which will be a condition precedent to Tenant’s obligation to acquire the purchase price to the payment of such mortgage or monetary lien, Property and the balance Building. Each of Landlord and Tenant shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedresponsible for their respective attorneys’ fees.

Option to Purchase. During Tenant shall have a one time option to purchase the period beginning Project at the Option Purchase Price (as defined below) during Initial Term (a) while the Project is not on an Option Trigger Event the Market for Sale or being marketed for sale as a package with other real property, and ending one hundred twenty days after (b) while the occurrence of an Option trigger Event and no earlier than originally named Landlord is the fifth (5th) anniversary owner of the Effective DateProject, Lessee shall have provided the option after originally named Tenant is a tenant in the fifth (5th) anniversary Building in occupancy of all of its space and not in default of the Effective Date Lease (“Purchase Option”). The Purchase Option shall terminate and be of no further force or effect if the Project is sold by Landlord to give Lessor another party either under circumstances where Tenant’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 Addendum, or where the Project is sold to another party before Tenant exercises the Purchase Option as provided in this Section 2 and all subsections thereof. To exercise the Purchase Option, Tenant shall 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”) of Lessee’s election to purchase the Properties ). The Option Purchase Price for the greater of (a) the fair market value (which fair market value Project shall be determined in accordance with Section 19.02 below or (b) the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as amount set forth in Exhibit F attached hereto and made a part hereofSection 2.3 below. The closing for such purchase must occur within ninety (90) days following LessorIf Tenant provides Tenant’s receipt of the Purchase Option Notice if and Deposit, the required appraisal has been received and, if not, a day for day extension will be allowed until parties shall proceed with the appraisal is received. Upon exercise of this option, Lessor purchase and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereof, attached during the term of the Lease through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties 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 contrary in the manner herein provided. All Costs incurred 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 obligated to agree to recognize such option in the event of a foreclosure, trustee’s sale or deed in lieu thereof or in connection with Lessee’s exercise 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 sends a Sale Terms Notice or Third Party Price that is not accepted by Tenant, or (ii) the end of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code of 1986, as amendedInitial Term.

Option to Purchase. During Landlord does hereby give and grant to Tenant the period beginning on an Option Trigger Event right and ending one hundred twenty days after the occurrence of an Option trigger Event and no earlier than the fifth (5th) anniversary of the Effective Date, Lessee shall have the option after the fifth (5th) anniversary of the Effective Date to give Lessor notice (the “Option Notice”) of Lessee’s election to purchase the Properties Premises at any time during the term or the renewal term (if duly exercised) provided that Tenant's right to possession under this Lease has not been terminated due to Tenant's default; PROVIDED, HOWEVER, that Tenant may not exercise such purchase option until such time as Wastequip Manufacturing Company ("WQMC") has paid in full all principal and accrued interest, or otherwise satisfied its obligations in full, under both (i) the 7% Convertible Subordinated Promissory Note in the principal amount of $1,250,000 dated the same day herewith issued by WQMC to Landlord and (ii) the 9% Nonconvertible Subordinated Promissory Note in the principal amount of $500,000 dated the same date herewith issued by WQMC to Landlord. The purchase price (the "Purchase Price") for the greater of (a) the fair market value (which fair market value Premises described above shall be determined in accordance with Section 19.02 below or the "Fair Market Value" (bdefined below) the Purchase Price multiplied by the Purchase Price Multiple applicable to the year in which the Option to Purchase is exercised as set forth in Exhibit F attached hereto and made a part hereof. The closing for such purchase must occur within ninety (90) days following Lessor’s receipt of the Option Notice if the required appraisal has been received and, if not, a day for day extension will be allowed until the appraisal is received. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company selected by mutual agreement of the parties. Such escrow shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its limited warranty deed conveying to Lessee all of Lessor’s right, title and interest in the Properties free and clear of all liens and encumbrances except liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Properties as of the date hereofof exercise. During the thirty (30) day period after such notice has been given (the "Notice Date"), attached during the term of the Lease through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu of a taking by the power of eminent domain or the like, or have been approved by LesseeLandlord and Tenant shall negotiate to attempt to agree on one appraiser. In the event Lessor is unable Landlord and Tenant cannot agree within such time period on one appraiser to convey title as requiredconduct the appraisal, Lessee then Landlord and Tenant shall each select one appraiser (by written notice to the other) within the sixty (60) day period after the Notice Date, each of whom shall have the right to accept such title as Lessor can convey one (or elect not to consummate its exercise of the option. Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate to 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 35 consummate the sale of the Properties in the manner herein provided. All Costs incurred in connection with Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation an Event of Default exists or is continuing. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Section shall be deemed to be an Event of Default under this Lease and the option granted herein shall be void. Notwithstanding the foregoing, the purchase option described in this Section shall be null and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Properties would cause Lessor to recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6more) of the Internal Revenue Code of 1986, as amended.following qualifications: