Common use of Option Clause in Contracts

Option. 2.1 In the event that (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In THIS OPTION AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION S PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THIS OPTION MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS OPTION MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE OPTION NOR THE UNDERLYING STOCK MAY BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF REGULATION S AND OTHER LAWS OR PURSUANT TO REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THIS OPTION OR THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. This certifies that, for value received, the event that hereafter named registered owner is entitled, subject to the terms and conditions of this Option, until the expiration date, to purchase the number of shares (athe “Shares”) set forth above of the Current Issuer Security is enforced andcommon stock (“Common Stock”), after of DATA CALL TECHNOLOGIES, INC. (the “Company”) from the Company at the purchase price per share hereafter set forth below, on delivery of this Option to the Company with the exercise form duly executed and payment of all other claims ranking the purchase price (in priority cash or by certified or bank cashier’s check payable to the Current Issuer Notes under order of the Current Issuer Deed Company) for each Share purchased. This Option is subject to the terms of Chargethe Option Agreement between the parties thereto dated as of January 29, 2007, the remaining proceeds terms of which are hereby incorporated herein. Reference is hereby made to such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect Option Agreement for a further statement of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date rights of the latest maturing Notesholder of this Option, including, but not limited to the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests expiration dates of this Option as described in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance Section 3 of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date)Agreement. 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In the event that (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise DateOPTION EXERCISE DATE") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "OptionOPTION"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated SubsidiaryDESIGNATED SUBSIDIARY") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant NotesRELEVANT NOTES" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In Buyer shall be entitled to, and Seller hereby grants to Buyer an option, on the event that terms and conditions set forth in this Section 8 (the “Marks Purchase Option”), to purchase the Marks from Seller at a price equal to the Marks Purchase Price. Buyer shall have the right to exercise the Marks Purchase Option at any time during the Term prior to the earlier of: (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, Expiration Date; or (b) within 20 the date on which the Exclusive Period under the Retail TLA ends (the “Marks Purchase Option Period”). To exercise the Marks Purchase Option, Buyer shall deliver to Seller during the Marks Purchase Option Period notice in writing of its intention to exercise the Marks Purchase Option (the “Exercise Notice”), and upon receipt thereof by Seller, the Marks Purchase Price will be determined as described in Section 8.1. If the Marks Purchase Price is determined by the Averaged Method, then Buyer shall have 10 days following after the Final Maturity Date receipt of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance report of the Current Issuer NotesSecond Appraiser in which to notify Seller in writing if Buyer intends to revoke its Exercise Notice. If Buyer revokes the Exercise Notice, it shall be responsible for the Note Trustee hereby grantspayment of both the Appraiser and the Second Appraiser, and the Current Issuer hereby acknowledgesMarks Purchase Price established by the Averaged Method shall be in effect for 1 year after Buyer revokes its Exercise Notice such that if Buyer delivers an Exercise Notice again within that 1-year period, an option the Marks Purchase Price shall be the already established sum. If Buyer and Seller mutually agree upon the Marks Purchase Price (the "Option"as provided in Section 8.1), under which or the Note Trustee has no personal liability, exercisable Marks Purchase Price is established by the Post-Enforcement Call Option Holder Averaged Method and Buyer doesn’t revoke the Exercise Notice, then Buyer and Seller will negotiate in good faith to reach and execute written agreements documenting: (or by any designated subsidiary i) the conveyance of the Post-Enforcement Call Option Holder, Marks to be designated Buyer; (ii) retained licenses by notice from Seller necessary to continue to operate its businesses other than the Post-Enforcement Call Option Holder to Retail Station Business and the Note Trustee at Home Heat Business using the discretion Marks; (iii) if there has been a [*.*] that includes [*.*] of the Post-Enforcement Call Option Holder ([*.*], retained licenses by Seller necessary to continue to [*.*] the "Designated Subsidiary") permitting [*.*] thereof, per the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) terms of the Relevant Notes ([*.*], as defined below) outstanding modified as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notesdate that the Marks Purchase Option is exercised; and (iv) other agreements that are necessary in light of the use of the Marks by both Buyer and Seller at that time.

Option. 2.1 In the event that (a) Purchaser herby grants to Seller the Current Issuer Security is enforced andoption to purchase the Option Shares (the “Option”) at a purchase price of $0.075 per share (the “Option Purchase Price”), after payment of all other claims ranking in priority to vesting on the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect six-month anniversary of the Current Issuer Notes date hereof and all other claims ranking pari passu therewithexpiring December 31, or 2012 (the “Option Period”). (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall may be exercised by the Post-Enforcement Call delivery of written notice or email (each an “Option Holder (or any Designated SubsidiaryNotice”) by notice from the Post-Enforcement Call Seller to the Purchaser during the Option Holder Period, specifying a purchase date that is within the Option Period (each an “Option Purchase Date”) and the number of Option Shares for which the Option is then being exercised. The Option may be exercised in whole or in part; provided that minimum proceeds to Purchaser of $25,000 shall be required in connection with each such exercise. If the Option is not exercised for all Option Shares before the expiration of the Option Period, it shall terminate as to the maximum number of Option Shares for which the Option is then exercisable as of the expiration of the Option Period and shall thereafter be void. (c) On an Option Purchase Date, (a) Seller shall pay to Purchaser the applicable Option Purchase Price for the number of Option Shares being purchased by wire transfer of immediately available funds to an account designated by Purchaser; and (b) Purchaser shall deliver to Seller DTC shares, representing such Option Shares, together with such additional documents, stock powers and assignment instruments as may be necessary to vest good title to such Option Shares in Seller’s name. As of each Option Purchase Date, Seller shall be deemed to have made the representations and warranties to Purchaser set forth in Section 4 above as if Seller were “Purchaser” therein, mutatis mutandis, and Purchaser shall be deemed to have made the representations and warranties to Seller contained in Section 3 above as if Purchaser were “Seller” therein, mutatis mutandis, each as if the term “Shares” included the Option Shares being purchased on such date. (d) Notwithstanding the foregoing provisions of this Section 5, the exercise of the Option is contingent upon (A) Seller qualifying as an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act at the time of such exercise, and (B) the consummation of such exercise and the transfer of Shares not, directly or indirectly, violating any law or regulation to which Purchaser or the Designated Subsidiary) to Shares is subject (including without limitation the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer NotesSecurities Act).

Option. 2.1 In the event that (a) the Current Issuer Security is enforced andSourceOne hereby sells to Cardium and Cardium hereby purchases from SourceOne, after through payment of all other claims ranking in priority the Option Purchase Price as referred to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledgesabove, an option (the "“Option"”) to purchase a Fifteen Percent (15%) ownership interest as of the Effective Date (the “Percentage Ownership Interest”) in SourceOne, according to the terms of that certain Operating Agreement of Source One Global Partners LLC dated January 13, 2003 (the “2003 Operating Agreement”), under which as first amended August 3, 2004 (the Note Trustee has no personal liability“2004 Operating Agreement”), exercisable by and subsequently amended on February 17, 2010 (the Post-Enforcement Call Option Holder (or by any designated subsidiary “2010 Operating Agreement), and as would be further amended in connection with Cardium’s exercise of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder as provided in that certain “Second Amendment to the Note Trustee at Amended and Restated Operating Agreement of Source One Global Partners, LLC” which is attached hereto as Exhibit A (resulting in the discretion of “New Operating Agreement”), in accordance with the Post-Enforcement Call Option Holder following terms: (the "Designated Subsidiary"a) permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised exercisable by Cardium at any time prior to the seventh anniversary of the Strategic Partnership Agreement by payment to SourceOne of the Option Purchase Price and an additional option exercise fee (the “Option Exercise Fee”) of Ten Thousand Dollars ($10,000), execution and delivery of an exercise notice in a form reasonably agreed by the Post-Enforcement Call parties and execution and delivery of a joinder agreement agreeing to be bound by the New Operating Agreement. The Option Holder Purchase Price shall have been paid to SourceOne in connection with the execution of the Strategic Partnership Agreement; (or any Designated Subsidiaryb) by notice from In the Post-Enforcement Call Option Holder event that the 2010 Operating Agreement is to be further amended to reflect an additional material cash contribution to SourceOne in excess of Fifty Thousand Dollars (or $50,000) (an “Additional Material Cash Contribution”), to be made after the Designated Subsidiary) Effective Date but prior to the Note Trustee and exercise of the Noteholders Option as provided herein, Cardium will be provided with the opportunity to make a corresponding contribution in cash or stock on terms reasonably agreed between the parties within sixty days of notice, in order to preserve its right to the original Percentage Ownership Interest, or to the extent it does not participate, to have its Percentage Ownership Interest correspondingly reduced (as if it was a Member having a 15% ownership interest in accordance with Condition 14 the New Operating Agreement), in order to reflect the Additional Material Cash Contribution; (c) Prior to the issuance of any debt in excess of Fifty Thousand Dollars ($50,000) (a “Material Debt”), to any prospective creditor of SourceOne (a “Creditor”), or the Current Issuer Notessale of any property interests or assets in excess of Fifty Thousand Dollars ($50,000) (a “Material Sale”), to any prospective purchaser (a “Purchaser”), SourceOne will provide Cardium the right to purchase all or its pro rata share of such debt or asset (corresponding to its Percentage Ownership Interest), within thirty (30) days of notice on the same terms as such Creditor or Purchaser, as applicable; and (d) SourceOne will provide Cardium notice at least thirty (30) days prior to the record date of any distribution of profits or other assets in excess of Fifty Thousand Dollars ($50,000) (a “Material Distribution”), and will provide Cardium with regular unaudited financial statements, no less than quarterly, and any other information that would be reasonably expected to materially impact either the value of Cardium’s Option or its potential ownership interest in SourceOne, including without limitation, information or events that would be expected to alter, in a positive or negative manner, the value, revenue, or operations of SourceOne, or any other material change to its prospects or to the manner of operating its business.

Option. 2.1 In Except as provided below, Steven’s obligation to render consulting services hereunder shall terminate one year after the event that (a) opening of the Current Issuer Security is enforced Florida Project and, provided there is such a termination, the provisions of Paragraphs 5, 6 and 7 shall terminate 3 years after payment the termination of all other claims ranking in priority Steven’s obligation to render consulting services. Steven’s right to receive compensation with respect to the Current Issuer Notes under Florida Project and all Comparable Projects which are opened more than one year prior to the Current Issuer Deed date he ceased to have an obligation to render consulting services hereunder shall continue perpetually, subject only to the termination provisions of ChargeParagraph 14 and to the provisions of Paragraph 16 with respect to public offer and private sale. The Partnership and Xxxxxx shall have the rights set forth below to continue the terms and provisions of this Agreement with respect to Steven’s services and exclusivity on the terms and conditions set forth below: a. Subject only to the provisions of Paragraph 14, the remaining proceeds Partnership shall have an unlimited number of consecutive options (each referred to as an “Extension Option”) to extend Steven’s obligation to render consulting services for one additional year (an “Extension Year”) provided that an option for a later option year may not be exercised unless the option under Paragraph 13a or 13b for the immediately preceding option year was exercised and provided further that there has not been a “change of control” of MCA or of any successor to MCA’s interest in the Partnership prior to the commencement of such enforcement are insufficient Extension Year. A “change of control” shall be defined as set forth in Exhibit “C” attached hereto. The Partnership shall be deemed conclusively to pay in full all principal and interest and other amounts whatsoever due in respect have exercised the Extension Option unless the Partnership shall have given to Xxxxxx a written notice of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests declination to exercise such option which declination in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, order to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire effective must be given at any time no more than one year, nor less than 60 days prior to the date on which Steven’s obligation to render consulting services terminates, as such date may be extended by exercise of the Extension option in the previous year. If the Partnership exercises the Extension option for any Extension Year, the Partnership guarantees to Xxxxxx that the compensation for such Extension Year with respect to the Florida and all Comparable Projects shall in the aggregate equal or exceed the lesser of ***% of the amount paid to Xxxxxx in the year prior to the Extension Year (based upon- the provisions of Paragraph 11, and without regard to any additional amounts paid in such prior year based upon this Paragraph 13a) or $*** for an Extension Year which begins after the Option Exercise Date all (but not some only) third anniversary of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) initial opening to the Note Trustee and the Noteholders in accordance with Condition 14 general public of the Current Issuer Notes.Florida Project, and $***for an Extension Year which begins prior to such third anniversary, payable no later than 45 days after the end of such Extension

Option. 2.1 In After there has been a Change in Control, Ocean Spray shall have the event that (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "“Excess Products Option"”), exercisable each calendar year of this Agreement, to require Northland to submit for processing into Concentrate under which the Note Trustee has no personal liabilityterms and conditions of this Agreement the Northland Products in excess of the Maximum Deliveries, exercisable by only in accordance with this Section 1.B. Ocean Spray may elect or decline to exercise the Post-Enforcement Call Excess Products Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) by delivering written notice of the Relevant Notes its intention to do so to Northland. If Ocean Spray provides Northland with a “Timely Declination Notice” (as defined below) outstanding as ), then Ocean Spray shall, at the Option Exercise Daterate set forth in Exhibit 4, together with accrued interest thereon ("Relevant Notes" being receive, clean and bin the Northland Products in excess of the Maximum Deliveries for the purposes complete first harvest following the date of this Deedsuch Timely Declination Notice, all provided that if Northland takes any action that would increase the Current Issuer Notes represented by Individual Note Certificates Allowable Acreage after a Change in Control, then Ocean Spray shall not be obligated to receive, clean or bin any cranberries harvested from such additional acreage. If Ocean Spray delivers to Northland an “Untimely Declination Notice” (as at the Option Exercise Datedefined below). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (, or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) fails prior to the Note Trustee start of the harvest in any given calendar year to provide any notice regarding its decision of whether to exercise or decline the Excess Products Option, then Ocean Spray shall receive, clean, bin and process into Concentrate all of the Noteholders Northland Products in excess of the Maximum Deliveries in accordance with Condition 14 its obligations under Section 2.A. for the first harvest after Northland receives an Untimely Declination Notice or Ocean Spray fails to provide any notice regarding its decision to exercise, and such Concentrate shall be subject to all of the Current Issuer Notesprovisions of this Agreement and Ocean Spray also shall be obligated to receive, clean and bin the Northland Products in excess of the Maximum Deliveries for the next following harvest, provided that if Northland takes any action that would increase the Allowable Acreage after a Change in Control, then Ocean Spray shall not be obligated to receive, clean, bin or process any cranberries harvested from such additional acreage. If Ocean Spray declines or fails to exercise the Excess Products Option for any calendar year, then the Excess Products Option shall lapse with respect to all subsequent calendar years for the Term of this Agreement, and Ocean Spray shall not have the right to exercise the Excess Products Option in any future years. For any calendar year during which Ocean Spray provides a notice of exercise of the Excess Products Option to Northland, Northland shall be required to submit for processing into Concentrate under the terms and conditions of this Agreement any cranberries subject to the Excess Products Option.

Option. 2.1 In the event that (a) the Current Issuer Security is enforced andThe Lenders hereby agree that, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with any Involuntary Transfer, Gauss shall have the issuance of the Current Issuer Notes, the Note Trustee hereby grants, right and the Current Issuer hereby acknowledges, an option (the "“Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary”) to acquire at any time on or after the Option Exercise Date purchase all (but not some onlyless than all) the Pledged Units that are the subject of such Involuntary Transfer (the “Foreclosed Units”), and, if Gauss elects to exercise such right and option, the Lenders agree to sell or otherwise cause the Transfer of the Relevant Notes Foreclosed Units to Gauss, in exchange for the payment in cash by Gauss of a total price equal to the value at which the Foreclosed Units are Transferred (or proposed to be Transferred) pursuant to the Involuntary Transfer (the “Foreclosure Price”). (b) The Lenders and the Guarantors shall (and the Guarantors shall cause Golden Queen to) notify Gauss and LUK Holdco of the occurrence of an Event of Default (as defined belowin the Term Loan Agreement) outstanding as at the Option Exercise Datesame time notice thereof is given to the other parties to the Term Loan Agreement, together with accrued interest thereon but in any event no later than five ("Relevant Notes" being for 5) calendar days after such Event of Default (whether or not notice thereof is given to the purposes other parties to the Term Loan Agreement). In addition, the Lenders shall notify Gauss and LUK Holdco at least ten (10) Business Days before the date of this Deedany Involuntary Transfer (the “Foreclosure Notice”), all which notice shall include the Current Issuer Notes represented number of Foreclosed Units, the Foreclosure Price and any other information as may be reasonably requested by Individual Note Certificates as at the Option Exercise Date). 2.3 Gauss. The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) exercisable by notice from in writing (the Post-Enforcement Call “Option Holder (or the Designated SubsidiaryExercise Notice”) given by Gauss to the Note Trustee Lenders, copying Auvergne and LUK Holdco, within five (5) Business Days after receipt by Gauss and LUK Holdco of the Foreclosure Notice. (c) The closing of the purchase by Gauss of the Foreclosed Units (the “Option Transfer”) shall take place on the date of the Involuntary Transfer. At such closing, (i) Gauss shall pay the Lenders the aggregate Foreclosure Price by wire transfer of immediately available funds, and (ii) the Lenders shall Transfer the Foreclosed Units, or cause the Foreclosed Units to be Transferred, to Gauss free and clear of any lien or encumbrance, with any documentation reasonably requested by Gauss to evidence such Transfer. (d) Each of the Guarantors hereby agrees, in connection with any exercise by Gauss of the Option and the Noteholders in accordance with Condition 14 Transfer of the Current Issuer NotesForeclosed Units, to use its commercially reasonable efforts to take, or cause to be taken, all actions necessary or appropriate to consummate such Transfer.

Option. 2.1 In the event that (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority Lessor hereby grants to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, Lessee an option (the "Option") to purchase the Leased Property pursuant to the terms of this Article for the Purchase Price provided in Section 6.2; provided, however, Lessee shall not have the right to purchase the Leased Property pursuant to the Option unless (i) at the time of exercise of the Option and the time of the closing of Lessee's purchase of the Leased Property, an Event of Default as a result of failure to pay any Lease Payment does not exist under this Lease, (ii) at the time of exercise of the Option and the time of the Option Closing, the Other Lease is in full force and effect and an "Event of Default" as a result of failure to pay any "Lease Payment" thereunder does not exist under the Other Lease, (iii) contemporaneous with Lessee's exercise of the Option, the Other Lessee exercises its option to purchase the Other Leased Property pursuant to the Other Lease Option, and (iv) contemporaneous with Lessee's purchase of the Leased Property pursuant to the Option, the Other Lessee purchases the Other Leased Property pursuant to the Other Lease Option. If the Other Lessee is ready, willing and able to exercise the Other Lease Option, but is unable to lawfully do so because an order, writ, injunction or decree shall have been entered into and be in effect by a court of competent jurisdiction that restrains or enjoins the "Option Closing" under the Other Lease (other than as a result of any claim or Action under the HSR Act) under circumstances which would cause a reduction in the Lease Payments under Section 5.1 of this Lease, but the Option Closing under this Lease is not restrained or enjoined, then clauses (ii), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder iii) and (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some onlyiv) of the Relevant Notes (as defined below) outstanding as at preceding sentence and the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes provisions of this Deed, all Article 6 requiring a contemporaneous closing and purchase by Lessee of the Current Issuer Notes represented Leased Property and by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option Other Lessee of the Other Leased Property shall be exercised by suspended and inapplicable as long as such restriction regarding the Post-Enforcement Call "Option Holder (or any Designated Subsidiary) by notice from Closing" under the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders Other Lease is in accordance with Condition 14 of the Current Issuer Noteseffect.

Option. 2.1 6.1 VBI hereby grants GSK an OPTION to, at GSK’s sole discretion, i) enter into a collaboration and option agreement in the FIELD, that will include an exclusive option for GSK to be granted a worldwide exclusive license with the right to grant sublicenses under any and all of VBI PATENTS, VBI ARISING IP and VBI KNOW-HOW to use the TECHNOLOGY in the FIELD (“SPONSORED COLLABORATION AND OPTION AGREEMENT”) ; or ii) to enter directly into an exclusive, worldwide license with the right to grant sublicense under any and all of VBI PATENTS, VBI ARISING IP and, VBI KNOW-HOW to use the TECHNOLOGY in the FIELD (“LICENSE AGREEMENT”). GSK may exercise the OPTION during the period starting as of the EFFECTIVE DATE of this AGREEMENT and ending **3 calendar days after completion of the EVALUATION (‘OPTION PERIOD’) extendable upon mutual written agreement between the PARTIES. It is understood and agreed that GSK’s OPTION includes any and all available Intellectual Property in control of VBI that is required to exclusively practice the VBI TECHNOLOGY within the FIELD for a single set of economic terms. 6.2 GSK may exercise the OPTION at its sole discretion at any time during the OPTION PERIOD by giving written notice to VBI which notice shall specify whether GSK elects such OPTION under Section 6.1(i) or Section 6.1(ii). If and when GSK exercises the OPTION the terms and provisions of the SPONSORED COLLABORATION AND OPTION AGREEMENT or the LICENSE AGREEMENT shall be finalized in good faith between the PARTIES, subject to due diligence and GSK senior management approval, and such agreement shall be executed as soon as feasible after the exercise of the OPTION by GSK, but no later than **4 calendar days after the date GSK exercises the OPTION (“NEGOTIATION PERIOD”). The SPONSORED COLLABORATION AND OPTION AGREEMENT will include inter alia the terms agreed for the exclusive license (that will apply if and when GSK exercises its option to get a license) and other terms that are customary for this type of agreement. 3 Information omitted pursuant to a Confidential Treatment Request filed with the SEC on Februar 9, 2016. 6.3 If GSK does not exercise the OPTION within the OPTION PERIOD, VBI will be free to license any and all of VBI PATENTS, VBI ARISING IP and VBI KNOW-HOW in the FIELD to any third party and GSK’s OPTION right under this AGREEMENT will expire. 6.4 In the event that GSK elects to exercise the OPTION, but no agreement is executed during the NEGOTIATION PERIOD, VBI agrees not to make an offer within the FIELD on more favorable terms than the terms offered by GSK to any third party for a period of **4 months starting from the end of the negotiations, without first offering GSK the same terms to be offered to the third party. 6.5 In the event that GSK decides not to exercise the OPTION, or the PARTIES fail to execute a SPONSORED COLLABORATION AND OPTION AGREEMENT or a LICENSE AGREEMENT during the NEGOTIATION PERIOD, VBI will have the right to use the RESULTS in connection with (ai) licensing the TECHNOLOGY, VBI PATENTS or VBI KNOW-HOW to third parties, (ii) patent application filings and patent prosecution submissions as permitted under Section 5.1, and (iii) support of research on stabilization of **4 provided however that (in connection with i), ii) and iii): unless explicitly permitted in writing by GSK, (x)GSK will not be named, (y) the Current Issuer Security is enforced and**4 vaccine candidate and any proprietary details thereof will not be disclosed. 6.6 In the event that GSK decides not to exercise the OPTION, after payment of all other claims ranking in priority or the PARTIES fail to execute a SPONSORED COLLABORATION AND OPTION AGREEMENT or a LICENSE AGREEMENT during the negotiation period, GSK will grant to VBI a royalty-free, non-exclusive license, with the right to sublicense, to OTHER ARISING IP solely to the Current Issuer Notes under extent required to practice the Current Issuer Deed of ChargeTECHNOLOGY, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect VBI Patents, VBI ARISING IP or VBI Know-How inside of the Current Issuer Notes FIELD, provided however that: unless explicitly permitted in writing by GSK, (x)GSK will not be named, (y) the **4 vaccine candidate and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates any proprietary details thereof will not be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.disclosed..

Option. 2.1 In the event that (a) the Current Seventh Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Class B Seventh Issuer Notes or the Class C Seventh Issuer Notes (as the case may be) under the Current Seventh Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Class B Seventh Issuer Notes or the Class C Seventh Issuer Notes (as the case may be) and all other claims ranking pari passu therewith, then the Class B Seventh Issuer Noteholders or the Class C Seventh Issuer Noteholders (bas the case may be) within 20 days following shall, upon the Final Maturity Date Seventh Issuer Security having been enforced and realised to the maximum 1 possible extent as certified by the Security Trustee, be forthwith entitled to their respective shares of such remaining proceeds (as determined in accordance with the provisions of the latest maturing Notes, Seventh Issuer Deed of Charge) and the Note Trustee certifies that there date upon which payment to each Class B Seventh Issuer Noteholder or Class C Seventh Issuer Noteholder (as the case may be) is no further amount outstanding under made shall be called the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelledOPTION EXERCISE DATE. 2.2 In connection with the issuance of the Current Issuer Notes, the The Note Trustee hereby grants, and the Current Seventh Issuer hereby acknowledges, an option (the "Option"OPTION), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee and the Security Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated DESIGNATED Subsidiary")) permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Seventh Issuer Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" RELEVANT SEVENTH ISSUER NOTES being for the purposes of this DeedAgreement, all the Current Class B SEVENTH Issuer Notes represented by Individual Note Certificates as at and all the Option Exercise DateClass C Seventh Issuer Notes). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any the Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee, the Security Trustee and the Seventh Issuer Noteholders in accordance with Condition 14 of the Current Issuer Notes15.

Option. 2.1 In the event that (a) the Current Sixth Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Class B Sixth Issuer Notes or the Class C Sixth Issuer Notes (as the case may be) under the Current Sixth Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Class B Sixth Issuer Notes or the Class C Sixth Issuer Notes (as the case may be) and all other claims ranking pari passu therewith, then the Class B Sixth Issuer Noteholders or the Class C Sixth Issuer Noteholders (bas the case may be) within 20 days following shall, upon the Final Maturity Date Sixth Issuer Security having been enforced and realised to the maximum possible extent as certified by the Security Trustee, be forthwith entitled to their respective shares of such remaining proceeds (as determined in accordance with the provisions of the latest maturing Notes, Sixth Issuer Deed of Charge) and the Note Trustee certifies that there date upon which payment to each Class B Sixth Issuer Noteholder or Class C Sixth Issuer Noteholder (as the case may be) is no further amount outstanding under made shall be called the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelledOPTION EXERCISE DATE. 2.2 In connection with the issuance of the Current Issuer Notes, the The Note Trustee hereby grants, and the Current Sixth Issuer hereby acknowledges, an option (the "Option"OPTION), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee and the Security Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary"DESIGNATED SUBSIDIARY)) permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Sixth Issuer Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" RELEVANT SIXTH ISSUER NOTES being for the purposes of this DeedAgreement, all the Current Class B SIXTH Issuer Notes represented by Individual Note Certificates as at and all the Option Exercise DateClass C Sixth Issuer Notes). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any the Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee, the Security Trustee and the Sixth Issuer Noteholders in accordance with Condition 14 of the Current Issuer Notes15.

Option. 2.1 In At any time prior to the event issuance by the United States Atomic Energy Commission of a construction permit for the first Generating Unit at Palo Verde Station, AEPCO shall have an option to resell to each of Arizona, Salt River Project and Tucson, not less than all of the respective interests and Generation Entitlement Shares assigned and transferred hereby. Such option shall be exercised only by written notice thereof delivered in person or sent by registered or certified mail, postage prepaid, to Arizona, Salt River Project and Tucson at their respective addresses set forth in Section 38 of the Agreement prior to the issuance by the United States Atomic Energy Commission of the construction permit for such Generating Unit at Palo Verde Station. Upon the proper exercise of such option, Arizona, Salt River Project and Tucson shall be obligated to repurchase from AEPCO not less than all of the respective interests and Generation Entitlement Shares assigned and transferred hereby at a purchase price, in the case of each purchaser, payable within one year following receipt of notice of exercise of the option, equal to the amount of Construction Costs (and the interest thereon) reimbursed and paid by AEPCO to each such purchaser pursuant to Section 3 hereof plus that (a) the Current Issuer Security is enforced and, after payment portion of all other claims ranking in priority Construction Costs incurred and paid directly by AEPCO under the Agreement attributable to the Current Issuer Notes under respective interests assigned and transferred pursuant to Section 1 hereof, with interest on the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, purchase price to be designated paid by notice from the Post-Enforcement Call Option Holder each such purchaser at a rate equal to the Note Trustee at the discretion annual rate of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time interest then being paid by AEPCO on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being monies borrowed by it for the purposes of this Deed, all making the Current Issuer Notes represented reimbursements required by Individual Note Certificates as at Section 3 hereof and paying Construction Costs under the Option Exercise Date). 2.3 The Option Agreement. Such interest shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice computed from the Post-Enforcement Call Option Holder date(s) of the reimbursements required by Section 3 hereof (or as to those portions of the Designated Subsidiarypurchase price attributable to reimbursed Construction Costs) and from the date(s) of direct payments by AEPCO of Construction Costs (as to those portions of the purchase price attributable thereto) to the Note Trustee date(s) of payment by each of the respective purchasers. As of the date of payment of the purchase price by each such purchaser as specified herein, the respective interests in the Palo Verde Station, the Project Agreements and the Noteholders Generation Entitlement Shares assigned and transferred pursuant to Section 1 hereof shall be reassigned and retransferred without further action to the respective purchasers. After the date upon which the option is exercised, AEPCO shall have no liability for any Construction Costs or any other costs under the Agreement and Arizona, Salt River Project and Tucson shall assume responsibility for all such Construction Costs and other costs under the Agreement in accordance with Condition 14 of proportion to their respective interests in the Current Issuer NotesPalo Verde Station and Project Agreements and their respective Generation Entitlement Shares following such reassignment and retransfer.

Option. 2.1 In the event that (a) If the Current Issuer Security Tenant is enforced andnot then in default hereunder, after payment of all other claims ranking in priority beyond any applicable permitted cure period, the Tenant shall have the option, exercised by written notice to the Current Issuer Notes under Landlord not later than six (6) months prior to the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect expiration of the Current Issuer Notes Term to extend the Term of this Lease for one (1) further term of five (5) years (hereinafter referred to as the “First Renewal Period”) upon the same terms and all other claims ranking pari passu therewithconditions as are herein contained, or save and except that: (i) there shall be no Landlord’s Work and the Tenant shall accept the Leased Premises in an “as is” condition; and (ii) there shall be only one (1) further option to extend, as set out in paragraph (b) within 20 days following hereunder; (iii) there shall be no Fixturing Period or other rent free period; and (iv) the Final Maturity Date Minimum Rent during the First Renewal Period shall be mutually agreed upon between the Landlord and the Tenant, and shall reflect the fair market rental value of the latest maturing NotesLeased Premises at the commencement of the First Renewal Period in an unimproved condition save for Landlord’s Work and used for a purpose similar to the Tenant’s use of the Leased Premises, and situate in the vicinity of the Property. (b) If the Tenant is not then in default hereunder, beyond any applicable permitted cure period, the Note Trustee certifies that Tenant shall have the option, exercised by written notice delivered personally to the Landlord not later than six (6) months prior to the expiration of the First Renewal Period to extend the Term of this Lease for one (1) further term of five (5) years (hereinafter referred to as the “Second Renewal Period”) upon the same terms and conditions as are herein contained, save and except that: (i) there is shall be no Landlord’s Work and the Tenant shall accept the Leased Premises in an “as is” condition; (ii) there shall be no further amount outstanding under option to extend; (iii) there shall be no Fixturing Period or other rent free period; and (iv) the Current Issuer Intercompany LoanMinimum Rent during the Second Renewal Period shall be mutually agreed upon between the Landlord and the Tenant, then all interests and shall reflect the fair market rental value of the Leased Premises at the commencement of the Second Renewal Period in an unimproved condition save for Landlord’s Work and used for a purpose similar to the Tenant’s use of the Leased Premises, and situate in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance vicinity of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date)Property. 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In 2.01 UMD hereby grants Licensee and Licensee hereby accepts from UMD an exclusive option to obtain a worldwide exclusive license, with the event right to sublicense, in and to UMD’s rights in Option IP (the “Option”) under the terms and conditions of this Option Agreement for all Option Intellectual Property. 2.02 On each anniversary of the Effective Date of this Option Agreement during the Option Period, UMD will forward to Licensee all UMD Intellectual Property Disclosures of Option IP (each, a “Disclosure”) that UMD has received in the immediately preceding Option Year along with copies of any patent applications filed relating to such Disclosures and with an amendment to the Exclusive License Agreement in the same form as the amendment presented at Exhibit 1 to this Agreement (the “License Amendment”). 2.02.1 If UMD has not received at least [***] UMD Intellectual Property Disclosures of Option IP in a particular Option Year, then, upon written request from Licensee, (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect Option Period shall automatically be extended for an additional [***] without any further action required of the Current Issuer Notes parties, and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date Option Intellectual Property disclosed in that Option Year shall be rolled over into the next Option Year and presented at the end of the latest maturing Notesnext Option Year as Option IP available for license by Licensee. 2.02.2 Licensee shall have [***] from receipt of Disclosures of particular UMD Option IP in accordance with Section 2.02 above within which to exercise the Option by executing and delivering to UMD the License Amendment provided by UMD with the Disclosures. Upon such exercise, Licensee shall issue UMD additional shares of Licensee Common Stock in accordance with Section 9.0. 2.03 If Licensee does not exercise the Note Trustee certifies that there Option in accordance with Section 2.02.2 in a given Option Year and the Option Intellectual Property is no further amount outstanding under not rolled over into the Current Issuer Intercompany Loannext Option Year as contemplated above, then Licensee shall, as directed by UMD, either return to UMD all interests information UMD disclosed to Licensee in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance Disclosure or certify destruction of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary same within [***] of Licensee’s receipt of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date)disclosed material. 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In the event that (a) the Current Sixth Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Class B Sixth Issuer Notes or the Class C Sixth Issuer Notes (as the case may be) under the Current Sixth Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Class B Sixth Issuer Notes or the Class C Sixth Issuer Notes (as the case may be) and all other claims ranking pari passu therewith, then the Class B Sixth Issuer Noteholders or the Class C Sixth Issuer Noteholders (bas the case may be) within 20 days following shall, upon the Final Maturity Date Sixth Issuer Security having been enforced and realised to the maximum possible extent as certified by the Sixth Issuer Security Trustee, be forthwith entitled to their respective shares of such remaining proceeds (as determined in accordance with the provisions of the latest maturing Notes, Sixth Issuer Deed of Charge) and the Note Trustee certifies that there date upon which payment to each Class B Sixth Issuer Noteholder or Class C Sixth Issuer Noteholder (as the case may be) is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will made shall be automatically exchanged (such date of exchange being called the "Option Exercise DateOPTION EXERCISE DATE") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current The Sixth Issuer Notes, the Note Security Trustee hereby grants, and the Current Sixth Issuer hereby acknowledges, an option (the "OptionOPTION"), under which the Note Sixth Issuer Security Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Sixth Issuer Security Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated SubsidiaryDESIGNATED SUBSIDIARY")) permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Sixth Issuer Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant NotesRELEVANT SIXTH ISSUER NOTES" being for the purposes of this Deed, all the Current Class B Sixth Issuer Notes represented by Individual Note Certificates as at and all the Option Exercise DateClass C Sixth Issuer Notes). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Sixth Issuer Security Trustee and the Sixth Issuer Noteholders in accordance with Condition 14 of the Current Issuer NotesCONDITION 14.

Option. 2.1 In the event that (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority Subject to the Current Issuer Notes under the Current Issuer Deed terms and conditions of Chargethis Agreement, the remaining proceeds of such enforcement are insufficient Company grants to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, RonHow an option (the "OptionOPTION") to purchase at a price per share ("PURCHASE PRICE PER SHARE") of One Thousand Dollars ($1,000.00), up to 2,000 shares, plus such additional shares as may be purchased in exchange for forgiveness of accrued but unpaid interest pursuant to the Second Advance (the "2006-B SHARES"), under of authorized but unissued shares of its Series 2006-B Preferred Stock which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to may be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire exercised at any time on or after prior to the Option Exercise Date all (but not some only) repayment in full of the Relevant Notes (as defined below) outstanding as at the Option Exercise DateSubordinated Loan Agreement; provided, together with accrued interest thereon ("Relevant Notes" being however, that for the purposes of Option granted pursuant to this DeedAgreement only, all any repayment by the Current Issuer Notes represented Company of any outstanding principal amount and accrued interest due under the terms of the Subordinated Loan Agreement shall be deemed to have been paid (i) first, on any outstanding principal amount and accrued interest due under the terms of the Second Advance; and (ii) second, to the extent such payment by Individual Note Certificates the Company exceeds the amount contemplated by Section 1.1(i), to any amounts due under the terms of the Initial Advance. RonHow may purchase from the Company such number of 2006-B Shares as is equal to the principal amount outstanding, plus any accrued but unpaid interest deemed by this Section 1.1 to be due under the terms of the Second Advance, at the Option Exercise Date). 2.3 The Option shall be exercised date of Closing divided by the Post-Enforcement Call Purchase Price Per Share. RonHow may exercise the Option Holder (in whole or in part at any time after the date hereof and prior to the repayment in full by the Company of amounts deemed due under the Second Advance by giving written notice of exercise to the Company. If the Company intends to repay all or any Designated Subsidiarypart of the principal balance deemed due under the Second Advance, it shall give at least ten (10) days' written notice to RonHow and during such ten (10) day period, RonHow may exercise the Option in whole or in part. Payment of the Purchase Price for the 2006-B Shares which RonHow purchases by notice from any exercise of the Post-Enforcement Call Option Holder (or will be paid by RonHow by forgiving such portion of the Designated Subsidiary) Second Advance principal amount and accrued but unpaid interest deemed to be pursuant to such advance equal to the Note Trustee and the Noteholders in accordance with Condition 14 purchase price of the Current Issuer Notes2006-B Shares purchased. RonHow will execute and deliver such documents and instruments to evidence such forgiveness as the Company may request.

Option. 2.1 In the event that (a) the Current Second Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Class B Second Issuer Notes or the Class C Second Issuer Notes (as the case may be) under the Current Second Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Class B Second Issuer Notes or the Class C Second Issuer Notes (as the case may be) and all other claims ranking pari passu therewith, then the Class B Second Issuer Noteholders or the Class C Second Issuer Noteholders (bas the case may be) within 20 days following shall, upon the Final Maturity Date Second Issuer Security having been enforced and realised to the maximum possible extent as certified by the Security Trustee, be forthwith entitled to their respective shares of such remaining proceeds (as determined in accordance with the provisions of the latest maturing Notes, Second Issuer Deed of Charge) and the Note Trustee certifies that there date upon which payment to each Class B Second Issuer Noteholder or Class C Second Issuer Noteholder (as the case may be) is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will made shall be automatically exchanged (such date of exchange being called the "Option Exercise DateOPTION EXERCISE DATE") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the The Note Trustee hereby grants, and the Current Second Issuer hereby acknowledges, an option (the "OptionOPTION"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee and the Security Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated SubsidiaryDESIGNATED SUBSIDIARY")) permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Second Issuer Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant NotesRELEVANT SECOND ISSUER NOTES" being for the purposes of this DeedAgreement, all the Current Class B Second Issuer Notes represented by Individual Note Certificates as at and all the Option Exercise DateClass C Second Issuer Notes). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any the Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee, the Security Trustee and the Second Issuer Noteholders in accordance with Condition 14 of the Current Issuer NotesCONDITION 14.

Option. 2.1 (a) The Shareholder hereby irrevocably grants Parent an option (the “Option”) to purchase all of the Subject Securities at a cash purchase price per share equal to the price per share paid pursuant to the Offer (as adjusted pursuant to Section 7(d), the “Option Price”) on the terms and subject to the conditions set forth in this Section 7. (b) Parent may exercise the Option, at any time prior to termination of this Agreement (such day being herein called the “Option Expiration Date”) if and only if the Shareholder breaches its obligations to tender the Subject Securities under Section 6 or withdraws any of the Subject Securities prior to the acceptance for payment of shares of Common Stock under the Offer. Parent shall exercise the Option by delivering written notice thereof to the Shareholder (the “Notice”), specifying the date, time and place for the closing of such purchase which date shall not be less than three business days nor more than five business days from the date Parent provides the Notice (the “Option Closing”). The Option Closing shall take place on the date and at the time and place specified in such notice. Upon the exercise of the Option, Parent shall be entitled to purchase the Subject Securities under the Option (the “Option Shares”) and the Shareholder shall sell the Option Shares to Parent. (c) At the Option Closing, the Shareholder will deliver to Parent (in accordance with Parent’s instructions) the certificates representing the Option Shares being purchased pursuant to this Section 7, duly endorsed or accompanied by stock powers duly executed in blank. At such Option Closing, Parent shall deliver to the Shareholder, by bank wire transfer of immediately available funds, an amount equal to the number of Option Shares being purchased from the Shareholder as specified in the Notice multiplied by the Option Price. (d) In the event of any change in the Company’s capital stock by reason of any stock dividend, stock split, merger, consolidation, recapitalization, combination, conversion, exchange of shares, extraordinary or liquidating dividend or other change in the corporate or capital structure of the Company, the number and kind of Option Shares or other securities subject to this Agreement and the Option Price shall be appropriately and equitably adjusted so that (a) Parent and the Current Issuer Security is enforced and, after payment of all other claims ranking in priority Shareholder shall receive pursuant to the Current Issuer Notes under exercise of the Current Issuer Deed Option (i) in the case of ChargeParent, that number and class of shares or other securities or property or (ii) in the case of the Shareholder, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due Option Price that Parent (or Sub) or the Shareholder, as the case may be, would have received in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following Option Shares purchasable pursuant to the Final Maturity Date exercise of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (Option if such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and purchase had occurred immediately prior to such Global Note Certificates will be cancelledevent. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In the event that (a) the Current Master Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Master Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or the Noteholders shall, upon the Master Issuer Security having been enforced and realised to the maximum possible extent as certified by the Master Issuer Security Trustee, be forthwith entitled to their respective shares of such remaining proceeds (b) within 20 days following as determined in accordance with the Final Maturity Date provisions of the latest maturing NotesMaster Issuer Deed of Charge), and the Note Trustee certifies that there date upon which payment to each Noteholder is no further amount outstanding under made shall be called the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelledOPTION EXERCISE DATE. 2.2 In connection with the issuance of the Current Issuer Notes, the The Note Trustee hereby grants, and the Current Master Issuer hereby acknowledges, an option (the "Option"OPTION), under which the Note Trustee has no personal liability, exercisable by the Master Issuer Post-Enforcement Call Option Holder (or by any designated subsidiary of the Master Issuer Post-Enforcement Call Option Holder, to be designated by notice from the Master Issuer Post-Enforcement Call Option Holder to the Note Trustee and the Master Issuer Security Trustee at the discretion of the Master Issuer Post-Enforcement Call Option Holder (the "Designated Subsidiary"DESIGNATED SUBSIDIARY)) permitting the Master Issuer Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date)thereon. 2.3 The Option shall be exercised by the Master Issuer Post-Enforcement Call Option Holder (or any the Designated Subsidiary) by notice from the Master Issuer Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee, the Master Issuer Security Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes14.

Option. 2.1 In At any time prior to December 9, 2018 (such period, the event that “Option Exercise Period”) Grantee shall have the option to purchase the Property (athe “Option to Purchase”) during the Option Exercise Period for the Option Price (as defined herein) subject to all of the terms provided herein. The “Option Price” shall be equal to the fair market value of the Property as negotiated between Grantee and Grantor (taking into account assumed debt and other obligations relating to the Property) minus the Option Fee. The “Option Fee” shall be (i) the Current Issuer Security is enforced andamount (the “Advanced Amount”) that Grantee paid (including reasonable and verifiable expenses) to obtain and terminate (through conversion hereunder of the B Note into the Option Fee) that certain Bifurcated Note B (the “B Note”), after payment in favor of all other claims ranking Capmark Bank (the “Original Lender”), dated March 1, 2010 in priority the original principal amount of $2,851,500.00 and subsequently acquired by German American Capital Corporation that encumbered the Property prior to the Current Issuer Notes under date hereof, plus (ii) 12% simple interest per annum on the Current Issuer Deed Advanced Amount from the date hereof through the Closing Date (as hereafter defined). Grantee hereby converts the B Note into the Option Fee. a. If Grantee elects to exercise the Option to Purchase during the Option Exercise Period, Grantee shall notify Grantor of ChargeGrantee’s election to exercise the Option to Purchase in writing at Grantor’s address set forth above. The date such notice is delivered personally to Grantor or sent by United States registered or certified mail, postage prepaid, and addressed to Grantor at Grantor’s address set forth above is the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "“Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled”. 2.2 In connection with b. Grantee and Grantor shall use commercially reasonable efforts to obtain the issuance required consents (including any lenders, Grantor’s members or other required approvals) to close the transfer of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (Property as defined below) outstanding soon as at reasonably practicable following the Option Exercise Date. The closing shall be subject to, together with accrued interest thereon among other things, the receipt of all required consents ("Relevant Notes" being for such date, the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise “Closing Date”). 2.3 The Option shall be exercised by c. This option is given with the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from understanding that Grantee is familiar with the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 Property, has reviewed current title reports of the Current Issuer NotesProperty and has reviewed the loan documents encumbering the property issued by Colfin Cambridge Funding, LLC, a Delaware limited liability company, in December, 2013.

Option. 2.1 Landlord agrees that it will not lease that portion of the 11th floor of the Building (up to 8,000 rentable square feet) not initially leased by Tenant (the "Expansion Space") for a term or terms exceeding five (5) years for the initial leases covering the Expansion Space. Landlord shall have the right to lease the Expansion Space to one or more tenants. At the time that the term of each lease for the Expansion Space expires, Tenant shall have the right to lease the Expansion Space as it becomes available. In the event that the Expansion Space is leased to more than one tenant, Tenant shall have the right to lease each portion of the Expansion Space as such space becomes available. The foregoing right shall only be effective upon strict compliance with the following terms and conditions: (a) Tenant shall have the Current Issuer Security is enforced andright to lease all, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Chargebut not less than all, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or portion of the Expansion Space that becomes available. (b) within 20 days following Landlord will give Tenant no more than twelve (12) and no less than four (4) months (except in the Final Maturity Date case of any premature termination of a lease) prior Notice of the latest maturing Notesdate on which each lease for all or any portion of the Expansion Space is to expire. In the event that a lease for all or a portion of the Expansion Space is terminated, Landlord shall give Tenant prompt Notice of such fact. Such notice shall specify the date on which such space is to become available, the Note Trustee certifies that there is no further amount outstanding under rentable and usable area of such space, and Landlord's determination of the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (Fair Market Rent for such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelledspace. 2.2 In connection with (c) Tenant shall have thirty (30) days after the issuance receipt of Landlord's Notice within which to exercise its right to lease such space by giving Landlord Notice. Such Notice shall indicate whether Tenant shall (i) lease that portion of the Current Issuer Notes, Expansion Space described in Landlord's Notice at the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option rent specified in such Notice; (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary ii) lease that portion of the PostExpansion Space but elect to arbitrate the rental rate as provided in Sections 28.2 and 28.3; or (iii) elect not to lease such space. Such Notice once given shall be irrevocable. In the event that Tenant fails to give Notice within said thirty (30) day period or elects not to lease the space being offered, Landlord shall be free to lease such space upon any terms it deems acceptable in its sole and unfettered discretion. (d) In the event that Tenant properly exercises its right to lease some or all of the Expansion Space, such leasing shall be upon the same terms and conditions contained in this Lease except as follows: (i) Monthly Rent shall be $26.50 per rentable square foot. (ii) The Base Year for Operating Expenses and Taxes shall be calendar year 1998. (iii) Landlord shall deliver the Expansion Space "as is" on the date that the existing tenant vacates, broom clean and free of all of such tenant's personal property. (iv) Rent shall commence on the date such space is available to Tenant. (v) Landlord shall give Tenant a fit-Enforcement Call Option Holderup allowance of $10.00 per usable square foot of space leased for a term of five (5) years, which allowance shall be prorated on a straight line basis for terms of less than five (5) years. (e) In order for Tenant's Notice to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion valid it must be in full compliance with all of the Post-Enforcement Call Option Holder terms and conditions of this Lease on the date that it gives Notice of intent to lease the Expansion Space. (the "Designated Subsidiary"f) permitting the Post-Enforcement Call Option Holder (So long as all or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) portion of the Relevant Notes (Expansion Space is available for lease and/or has not been fitted out, Tenant may lease all or any portion corresponding to that which Landlord is offering for lease upon the same terms and conditions as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for initial Premises except the purposes Tenant Finish Allowance of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option $28.50 per usable square foot shall be exercised by prorated on a straight line basis if the Post-Enforcement Call Option Holder term for which such space is being leased is less than ten (or any Designated Subsidiary10) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notesyears.

Option. 2.1 In the event that (a) the Current Issuer Security is enforced andOn or prior to June 30, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge2008, the remaining proceeds of such enforcement are insufficient Company will grant the Executive an option (the “Option”) to pay in full all principal and interest and other amounts whatsoever due in respect purchase 5,546 shares (the “Option Shares”) of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date Company’s Series C-1 Convertible Preferred Stock at an exercise price equal to $1,000.00 per Option Share. The Company’s Series C-1 Convertible Preferred Stock shall be issued pursuant to a Certificate of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests Designations in the Global Note Certificates will form attached hereto as Exhibit A, which the Company covenants shall be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with duly approved prior to the issuance of the Current Issuer NotesOption. The Option Shares shall be governed by a stock option agreement containing the terms set forth in Exhibit B hereto and such other reasonable and customary stock option agreement terms not inconsistent with those set forth in Exhibit B hereto. The Executive expressly acknowledges and understands that neither the Option Shares nor the shares of common stock issuable upon conversion thereof (the “Conversion Shares”) have been registered under the Securities Act of 1933, as amended, and that the Company is assuming no obligations hereunder to register the Option Shares or the Conversion Shares, and until such time as such registration has been effected or such shares may be freely transferred under applicable securities laws, the Note Trustee hereby grantscertificates representing such shares shall bear a legend substantially in the following form, and the Current Issuer hereby acknowledgesin addition to any such legends that may be required by state securities laws: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REISTERED UNDER THE SECURITIES ACT OF 1933, an option AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (the "Option")I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, under which the Note Trustee has no personal liabilityAS AMENDED, exercisable by the Post-Enforcement Call Option Holder OR (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary"B) permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some onlyAN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.” 3. Section 4(e) of the Relevant Notes (Principal Agreement is hereby amended and restated in its entirety to read as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.follows:

Option. 2.1 Each Shareholder hereby grants Acquirer an irrevocable option (the “Option”) to purchase all of the Owned Shares, in the manner set forth below, at an exercise price per share of 0.016925 shares of Royal Gold common stock, par value $0.01 per share (“Acquirer Common Stock”) for each Owned Share, subject to adjustment as provided below (the “Option Price”). Such Acquirer Common Stock constituting the Option Price shall be registered under United States securities laws. Acquirer may exercise the Option, in whole or in part, at any time, or from time to time following the date hereof until the 12-month anniversary of the date hereof. In the event that Acquirer wishes to exercise the Option, Acquirer shall deliver written notice (athe “Exercise Notice”) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes Shareholder specifying its intention to exercise the Option, the total number of Owned Shares it wishes to purchase and a date and time for the closing of such purchase (an “Option Closing”) not less than three nor more than 30 days after the date such Exercise Notice is given; provided, however, that if any waiting period under the Current Issuer Deed Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Charge1976, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grantsas amended, and the Current Issuer hereby acknowledges, an option (rules and regulations promulgated thereunder applicable to the "Option"), under which Acquisition or the Note Trustee has no personal liability, exercisable purchase of the Owned Shares pursuant to the Option shall not have expired or terminated by the Post-Enforcement Call date specified in the Exercise Notice for the Option Holder (Closing, then the Option Closing shall occur within one business day following such expiration or by termination. Any Option Closing shall be held at the offices of Hxxxx & Hxxxxxx L.L.P., One Txxxx Center, 1000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000. At any designated subsidiary Option Closing hereunder, upon receipt of payment of the PostOption Price, the Shareholder will deliver to Acquirer or its designee a certificate or certificates representing the number of validly issued, fully paid and non-Enforcement Call Option Holderassessable Owned Shares so purchased, to be in the denominations and registered in such names designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at Shareholder in writing by Acquirer, along with all appropriate and effective instruments of transfer. For avoidance of doubt, in the discretion event of any change in the number of outstanding BMG Common Shares by reason of any stock dividend, stock split, recapitalization, merger, rights offering, share exchange or other change in the corporate or capital structure of BMG, Acquirer shall receive, and the Shareholders shall deliver, upon exercise of the Post-Enforcement Call Option Holder (Option, the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (stock or any Designated Subsidiary) other securities, cash or property to acquire at any time on or after which Acquirer would have been entitled if it had exercised the Option Exercise Date all (but not some only) and had been a holder of record of BMG Common Stock on the Relevant Notes (as defined below) outstanding as at record date fixed for determination of holders of BMG Common Shares entitled to receive such stock or other securities, cash or property and the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option Price shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notesadjusted appropriately.

Option. 2.1 In the event that (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or the Noteholders shall, upon the Issuer Security having been enforced and realised to the maximum possible extent as certified by the Issuer Security Trustee, be forthwith entitled to their respective shares of such remaining proceeds (b) within 20 days following as determined in accordance with the Final Maturity Date provisions of the latest maturing NotesIssuer Deed of Charge), and the Note Trustee certifies that there date upon which payment to each Noteholder is no further amount outstanding under made shall be called the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelledOPTION EXERCISE DATE. 2.2 In connection with the issuance of the Current Issuer Notes, the The Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"OPTION), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee and the Issuer Security Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary"DESIGNATED SUBSIDIARY)) permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date)thereon. 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any the Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee, the Issuer Security Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes14.

Option. 2.1 In a. Upon the event that (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity SEC Effective Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined belowin the Registration Rights Agreement), each Subscriber who previously purchased Units in the Offering (an “Option Holder”) outstanding as shall have an option to purchase such Option Holder’s pro rata share of 3,000 additional Units (the “Additional Units”) at the Option Exercise Date, together with accrued interest thereon Purchase Price on the terms set forth in this Section ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date“Option”). 2.3 b. The Company shall send to each Option Holder within three (3) Business Days after the SEC Effective Date a written notice (the “First Option Notice”). The First Option Notice shall set forth the SEC Effective Date and the number of Additional Units such Option Holder has the Option to purchase (such Option Holder’s “Initial Option Amount”), which shall be exercised a percentage of the total number of Additional Units equal to (i) the total number of Units previously purchased by such Option Holder divided by (ii) the total number of Units previously sold by the Post-Enforcement Call Company; and the First Option Notice shall include a copy of this Section. Each Option Holder wishing to exercise its Option on all or part of its Initial Option Amount shall so notify the Company in writing within seven (or any Designated Subsidiary7) Business Days after the Company’s transmittal of the First Option Notice (a “First Option Exercise Notice”). If First Option Exercise Notices for fewer that the total number of Additional Units are received by notice from the Post-Enforcement Call Company, it shall within three (3) Business Days after receipt of all First Option Exercise Notices send to each Option Holder that theretofore submitted a First Option Exercise Notice a second written notice (or the Designated Subsidiary“Second Option Notice”) setting forth the number of Additional Units such Option Holder has the Option to purchase in addition to the Note Trustee and the Noteholders number of Units elected in accordance with Condition 14 such Option Holder’s First Option Exercise Notice (such Option Holder’s “Second Option Amount”), which shall be a percentage of the Current Issuer Notestotal number of Additional Units that were not elected to be purchased in all First Option Exercise Notices equal to (i) the total number of Units previously purchased by such Option Holder plus the number of Units such Option Holder elected to purchase in its First Option Exercise Notice divided by (ii) the total number of Units previously sold by the Company plus the number of Additional Units elected to be purchased in all First Option Exercise Notices. Each Option Holder receiving a Second Option Notice wishing to exercise his Option on all or part of his Second Option Amount shall so notify the Company in writing within five (5) Business Days after the Company’s transmittal of the Second Option Notice (a “Second Option Exercise Notice”).

Option. 2.1 7.1 The Tenant may at any time during the Term following the date fifty years and one month following the date hereof give notice (the NOTICE) to the Landlord requiring the Landlord to sell to the Tenant the freehold reversion to the Demised Premises (the REVERSION). The consideration for the sale shall be one pound (pound 1); 7.2 The Landlord shall within twenty-eight days of receipt of the Notice deduce title to the Reversion and shall use all reasonable endeavours to deal with all reasonable enquiries and requisitions relating thereto which may be made by the Tenant and take all reasonable steps to vest the Reversion in the Tenant; 7.3 The form of transfer or conveyance shall be in such form as shall be agreed between the parties (who shall act reasonably) and in the absence of agreement in such form as may be determined by Senior Conveyancing Counsel agreed between the parties or appointed by the Chairman of the Bar Association upon the application of either party; 7.4 The sale and purchase of the Reversion shall take place at the offices of the Landlord's solicitors within twenty-eight days following notice from the Tenant to the Landlord provided that such notice shall not be served prior to the date which is twenty-eight days following the Notice; 7.5 The transfer or conveyance shall contain a covenant from the Tenant with the Landlord that the Tenant will at all times thereafter perform and observe those covenants conditions agreements declarations and other provisions contained or referred to in or arising under this Lease and the documents of title relating to the Reversion so far as the same are still subsisting and capable of taking effect and will keep the Landlord indemnified from and against all actions claims demands liabilities costs losses damages proceedings (whether civil or criminal) penalties fines charges taxes levies or duties or other sanctions and judgement costs (including legal costs on a full indemnity basis) and expenses in respect of any breach or non-observance thereof; 7.6 In the event that the rights of pre-emption contained in the three leases dated 31 March 1990 and made between National Power PLC (a1) the Current Issuer Security is enforced and, after payment and The National Grid Company plc (2) of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect parts of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following Reversion are exercised prior to completion the Final Maturity Date Reversion shall not include the areas of land which are the subject of the latest maturing Notes, said rights of pre-emption; 7.7 This option shall be of no effect if the Note Trustee certifies that there is no further amount outstanding under Tenant fails to register it as a land charge at HM Land Charges Registry in relation to each of the Current Issuer Intercompany Loan, then all interests counties in which the Demised Premises are situated and by way of a notice in the Global Note Certificates will be automatically exchanged (such Charges Registers of Title Numbers NT248499 NT249030 NT291811 SF7714 and SF86718 within three months from the date of exchange being this Lease. In witness whereof this document has been executed as a Deed the day and year first before written. FIRST SCHEDULE PARTICULARS OF THE DEMISED PREMISES (A) The power station land and buildings known as West Burton Power Station off Gainsborough Road near Retford Noftinghamshire in part registered under title numbers NT248499 NT249030 and NT291811 and shown for the purpose of identification only edged red on the plan annexed hereto and marked "Option Exercise DateWest Burton"; (B) The power station land and buildings known as Ironbridge Power Station Buildwas Road Telford Shropshire and shown for equivalent interests in an equivalent amount the purpose of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates identification only edged red on the plan annexed hereto and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, marked "Ironbridge" and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee land at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being Devil's Dingle shown for the purposes purpose of this Deed, all identification only edged red on the Current Issuer Notes represented by Individual Note Certificates plan annexed hereto and marked "Devil's Dingle"; (C) The power station land and buildings known as at Rugeley B Power Station Armitage Road Rugeley Staffordshire in part registered under title numbers SF7714 and SF86718 and shown for the Option Exercise Date). 2.3 The Option shall be exercised by purpose of identification only edged red on the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee plan annexed hereto and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.marked "Rugeley B"; SECOND SCHEDULE

Option. 2.1 In the event that (a) the Current Issuer Security is enforced andThe Administrative Trustees, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect on behalf of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grantsTrust, and the Current Issuer hereby acknowledgesSponsor may grant to the underwriters who are underwriting any series of Trust Preferred Securities, an option (the "“Option"”) to purchase an additional liquidation amount of such series of Trust Preferred Securities on the terms and conditions specified in the underwriting agreement relating to such Trust Preferred Securities; PROVIDED, HOWEVER, the Option may only be granted if the following conditions are satisfied: (i) the Option, if exercised, may not result in the issue and sale of an aggregate liquidation amount of Trust Preferred Securities greater than that registered by the Sponsor and the Trust on the applicable registration statement or registration statements (including by a registration statement filed under Rule 462(b) under the Securities Act, if any), as the case may be, with the Commission under the Securities Act; (ii) the Option must result, if exercised, in the issuance and sale of Trust Preferred Securities to such underwriters and the issuance and sale of Common Securities to the Sponsor on a Pro Rata basis and not in contravention of any other provision of this Agreement or the Business Trust Act, consistent with Section 5.1; and (iii) the Trust Preferred Securities and the Common Securities issued and sold subject to the exercise of the Option, if any, must be of the same series and must bear the same CUSIP numbers as the series of Trust Preferred Securities and the Common Securities, respectively, which the Note Trustee has no personal liability, exercisable were initially issued and sold by the Post-Enforcement Call Option Holder Trust and the Sponsor, respectively. (or by b) With respect to any designated subsidiary issuance of Trust Preferred Securities and Common Securities following the exercise of the Post-Enforcement Call Option HolderOption, (i) the designation the “7.375% Trust Preferred Securities” and, to be designated by notice from for all purposes under this Trust Agreement, the Post-Enforcement Call Option Holder defined term the “Trust Preferred Securities” shall mean both the Trust Preferred Securities issued initially hereunder and any Trust Preferred Securities issued pursuant to the Note Trustee at the discretion exercise of the Post-Enforcement Call Option Holder Option; and (ii) the "Designated Subsidiary"designation the “7.375% Common Securities” and, for all purposes under this Trust Agreement, the defined term the “Common Securities” shall mean both the Common Securities issued initially hereunder and any Common Securities issued pursuant to the requirement of Section 7.13(a)(ii) permitting regarding the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time additional issuance of Common Securities on or after a Pro Rata basis if the Option Exercise Date all is exercised. (but not some onlyc) If the Option set forth in Section 7.13(a) is exercised on a date other than the initial Closing Date, then the parties to the Trust Agreement shall cause there to occur a second closing for the consummation of the Relevant Notes (as defined below) outstanding as at sale of the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for Trust Preferred Securities and Common Securities under substantially the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) same conditions that applied to the Note Trustee and the Noteholders in accordance with Condition 14 initial closing of the Current Issuer Notessale of such securities, including the following: (i) the execution and delivery of a second Trust Preferred Security Certificate, or such additional Trust Preferred Security Certificates, as appropriate, which is, or are, as the case may be, substantially identical in all respects to the Trust Preferred Security Certificate issued initially; and (ii) the execution and delivery of a second Common Security Certificate, or such additional Common Security Certificates, as appropriate, which is, or are, as the case may be, substantially identical in all relevant respects to the Common Security Certificate issued initially.

Option. 2.1 In consideration of the event that sum of one pound (a(Pounds)1) now paid by the Current Issuer Security Grantee to the Grantors Representative (receipt of which is enforced and, after payment acknowledged by the Grantors) each of the Grantors hereby grants to the Grantee the right upon the terms and subject to the conditions of this Agreement exercisable at any time during the First Option Exercise Period to purchase the First Option Shares then held by the Grantor for an aggregate consideration equal to the Exercise Price of the First Option Shares. 2.2 In consideration of the sum of one pound ((Pounds)1) now paid by the Grantee to the Grantors Representative (receipt of which is acknowledged by the Grantors) each of the Grantors hereby grants to the Grantee the right upon the terms and subject to the conditions of this Agreement exercisable at any time during the Second Option Exercise Period to purchase the Second Option Shares then held by the Grantor for an aggregate consideration equal to the Exercise Price of the Second Option Shares. 2.3 The First Option shall be exercisable only in respect of all other claims ranking the First Option Shares. 2.4 The Second Option shall be exercisable only in priority respect of all the Second Option Shares. 2.5 Each Option may be exercised by the Grantee giving notice in writing exercising the relevant Option to the Current Issuer Notes under Grantors Representative and to the Current Issuer Deed Company (an "Exercise Notice"). Each Grantor agrees that an Exercise Notice shall be deemed to have been validly served on him if the relevant Exercise Notice has been given to or served on the Grantors Representative notwithstanding any failure by the Grantee to send him an Exercise Notice or his non-receipt of Chargean Exercise Notice. An Exercise Notice shall be irrevocable and shall bind the Grantee to purchase and each of the Grantors to sell the relevant Option Shares. The Grantors hereby waive all and any rights which they may have to object to the form of such Exercise Notice. 2.6 An Exercise Notice shall state the date (being not less than 7 days after the date of service of such notice nor later than the last business day of the First Option Exercise Period or the Second Option Exercise Period (as the case may be) (the "Option Completion Date")) and place at which completion of the sale and purchase of the relevant Option Shares pursuant to the relevant Option is to take place. 2.7 Upon the service of an Exercise Notice, the remaining proceeds beneficial ownership in the relevant Option Shares shall pass to the Grantee. Pending the transfer of the legal interest therein, each Grantor shall:- 2.7.1 not exercise or purport to exercise any rights in relation to such shares without the prior written consent of the Grantee; 2.7.2 hold the relevant Option Shares and all securities, rights, monies and other property which may from time to time and in any manner whatsoever be derived from, accrue on, or be offered in respect of such enforcement are insufficient to pay in full Option Shares upon trust for the Grantee absolutely; 2.7.3 exercise all principal and interest voting rights and other amounts whatsoever due rights and powers exercisable as the registered holder of such shares and other securities as the Grantee may from time to time direct; 2.7.4 in security of the performance of the foregoing obligations, irrevocably appoint the Grantee as such Grantor's attorney in such Grantor's name or otherwise and on such Grantor's behalf from time to time to transfer or otherwise deal with such shares or other securities as the Grantee may, in its absolute discretion, deem fit and from time to time to sign, seal, deliver, complete and do all such transfers, agreements, renunciations, proxies, mandates, deeds, documents (including, without limitation, any consent to short notice of a general meeting or a separate class meeting), acts and things in connection with such shares or other securities as the Grantee may, in its absolute discretion, consider to be appropriate. 2.8 Each Grantor shall be bound to sell and transfer the relevant number of Option Shares to the Grantee on the Option Completion Date. On the Option Completion Date, each Grantor shall deliver to the Grantee duly executed stock transfer forms in respect of the Current Issuer Notes relevant number of Option Shares to be sold and all other claims ranking pari passu therewith, or (b) within 20 days following transferred by him together with any share certificates in respect thereof. 2.9 Any Option Shares sold by the Final Maturity Date Grantors pursuant to either of the latest maturing NotesOptions shall be sold to the Grantee with full title guarantee and free from all liens, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loancharges, then mortgages and encumbrances and with all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelledrights attaching thereto. 2.2 In connection with 2.10 Each Grantor hereby irrevocably appoints any officer for the issuance time being of the Current Issuer Notes, the Note Trustee hereby grants, Grantee as his attorney to execute in his name and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call on his behalf any instrument of transfer in respect of any Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, Shares to be designated sold and transferred by notice from the Post-Enforcement Call Option Holder him pursuant to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date)Option. 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In For the event that period commencing on the date of this Agreement and ending at 5:00 p.m. Tulsa, Oklahoma time on January 15, 2010 (the “NGAS Option Period”): (a) DPI hereby grants to SES the Current Issuer Security is enforced andexclusive, after payment irrevocable, and continuing right and option (the “NGAS Equity Option”) to purchase all of the NGAS Option Equity Interests, free and clear of all Liens other claims ranking in priority to the Current Issuer Notes than any lien or encumbrance arising under the Current Issuer Deed of ChargeNNG LLC Agreement or restrictions on transfer under applicable securities laws), in accordance with the remaining proceeds of such enforcement are insufficient to pay in full all principal other terms and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or provisions hereof; and (b) within 20 days following New NGAS Gathering hereby grants to SES the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates exclusive and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, irrevocable and the Current Issuer hereby acknowledges, an continuing right and option (the "“NGAS Assets Option"”) to purchase all of the NGAS Option Assets, free and clear of all Liens (other than Permitted Encumbrances) in accordance with the other terms and provisions hereof. The purchase price (the “NGAS Option Price”) for either the NGAS Equity Option or the NGAS Asset Option (collectively referred to herein as the “NGAS Options” and, individually as an “NGAS Option”) shall be paid in the forms specified in Section 3 and otherwise in accordance with Section 6 in an amount equal to TWENTY-TWO MILLION DOLLARS (US$22,000,000), under minus the sum of (A) the third-party costs incurred by SES to remove and obtain a full and final release of any Liens on the NGAS Option Equity Interests or NGAS Option Assets (other than Permitted Encumbrances) or to remove and obtain a full and final release of any guaranties issued or agreed to by New NGAS Gathering, and (B) any Tax or expenses attributable to New NGAS Gathering or the NGAS Option Assets, insofar as they relate to periods prior to the closing of the NGAS Option, for which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder SES (or by any designated subsidiary of New NGAS Gathering after such closing) will be liable (and SES agrees to timely pay the Postamounts deducted pursuant to this sub-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder clause (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiaryb) to the Note Trustee and the Noteholders governmental body or other party or parties entitled to such payment when due, but in accordance with Condition 14 no event shall SES be obligated to pay an aggregate amount in excess of the Current Issuer Notesamount credited against the NGAS Option Price).

Option. 2.1 In the event that (a) the Current Fifth Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Class B Fifth Issuer Notes or the Class C Fifth Issuer Notes (as the case may be) under the Current Fifth Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Class B Fifth Issuer Notes or the Class C Fifth Issuer Notes (as the case may be) and all other claims ranking pari passu therewith, then the Class B Fifth Issuer Noteholders or the Class C Fifth Issuer Noteholders (bas the case may be) within 20 days following shall, upon the Final Maturity Date Fifth Issuer Security having been enforced and realised to the maximum possible extent as certified by the Security Trustee, be forthwith entitled to their respective shares of such remaining proceeds (as determined in accordance with the provisions of the latest maturing Notes, Fifth Issuer Deed of Charge) and the Note Trustee certifies that there date upon which payment to each Class B Fifth Issuer Noteholder or Class C Fifth Issuer Noteholder(as the case may be) is no further amount outstanding under made shall be called the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelledOPTION EXERCISE DATE. 2.2 In connection with the issuance of the Current Issuer Notes, the The Note Trustee hereby grants, and the Current Fifth Issuer hereby acknowledges, an option (the "Option"OPTION), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee and the Security Trustee at the discretion of the Post-Post- Enforcement Call Option Holder (the "Designated Subsidiary"DESIGNATED SUBSIDIARY)) permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Fifth Issuer Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" RELEVANT FIFTH ISSUER NOTES being for the purposes of this DeedAgreement, all the Current Class B Fifth Issuer Notes represented by Individual Note Certificates as at and all the Option Exercise DateClass C Fifth Issuer Notes). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any the Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee, the Security Trustee and the Fifth Issuer Noteholders in accordance with Condition 14 of the Current Issuer Notes14.

Option. 2.1 In the event that (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu PARI PASSU therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise DateOPTION EXERCISE DATE") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "OptionOPTION"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated SubsidiaryDESIGNATED SUBSIDIARY") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant NotesRELEVANT NOTES" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In the event that (a) the Current Eighth Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Class B Eighth Issuer Notes or the Class C Eighth Issuer Notes (as the case may be) under the Current Eighth Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Class B Eighth Issuer Notes or the Class C Eighth Issuer Notes (as the case may be) and all other claims ranking pari passu therewith, then the Class B Eighth Issuer Noteholders or the Class C Eighth Issuer Noteholders (bas the case may be) within 20 days following shall, upon the Final Maturity Date Eighth Issuer Security having been enforced and realised to the maximum possible extent as certified by the Security Trustee, be forthwith entitled to their respective shares of such remaining proceeds (as determined in accordance with the provisions of the latest maturing Notes, Eighth Issuer Deed of Charge) and the Note Trustee certifies that there date upon which payment to each Class B Eighth Issuer Noteholder or Class C Eighth Issuer Noteholder (as the case may be) is no further amount outstanding under made shall be called the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelledOPTION EXERCISE DATE. 2.2 In connection with the issuance of the Current Issuer Notes, the The Note Trustee hereby grants, and the Current Eighth Issuer hereby acknowledges, an option (the "Option"OPTION), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee and the Security Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary")) permitting the Post-Enforcement Call Option Holder (or any Designated SubsidiaryDESIGNATED SUBSIDIARY) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Eighth Issuer Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" RELEVANT EIGHTH ISSUER NOTES being for the purposes of this DeedAgreement, all the Current Class B EIGHTH Issuer Notes represented by Individual Note Certificates as at and all the Option Exercise DateClass C Eighth Issuer Notes). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any the Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee, the Security Trustee and the Eighth Issuer Noteholders in accordance with Condition 14 15. 2.4 The Post-Enforcement Call Option Holder (or the Designated Subsidiary) hereby undertakes the Eighth Issuer that following the exercise of the Current Issuer NotesOption it will not release the debt, or write down the debt created by the Option.

Option. 2.1 In the event that (a) the Current Seventh Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Class B Seventh Issuer Notes or the Class C Seventh Issuer Notes (as the case may be) under the Current Seventh Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Class B Seventh Issuer Notes or the Class C Seventh Issuer Notes (as the case may be) and all other claims ranking pari passu therewith, then the Class B Seventh Issuer Noteholders or the Class C Seventh Issuer Noteholders (bas the case may be) within 20 days following shall, upon the Final Maturity Date Seventh Issuer Security having been enforced and realised to the maximum possible extent as certified by the Security Trustee, be forthwith entitled to their respective shares of such remaining proceeds (as determined in accordance with the provisions of the latest maturing Notes, Seventh Issuer Deed of Charge) and the Note Trustee certifies that there date upon which payment to each Class B Seventh Issuer Noteholder or Class C Seventh Issuer Noteholder (as the case may be) is no further amount outstanding under made shall be called the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelledOPTION EXERCISE DATE. 2.2 In connection with the issuance of the Current Issuer Notes, the The Note Trustee hereby grants, and the Current Seventh Issuer hereby acknowledges, an option (the "Option"OPTION), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee and the Security Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary"DESIGNATED SUBSIDIARY)) permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Seventh Issuer Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" RELEVANT SEVENTH ISSUER NOTES being for the purposes of this DeedAgreement, all the Current Class B Seventh Issuer Notes represented by Individual Note Certificates as at and all the Option Exercise DateClass C Seventh Issuer Notes). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any the Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee, the Security Trustee and the Seventh Issuer Noteholders in accordance with Condition 14 of the Current Issuer Notes15.

Option. 2.1 (A) In the event that (a) the Current Issuer Security is enforced and, after consideration of a payment of all other claims ranking in priority EURO 1 by Trief to Tewina (the Current Issuer Notes under sufficiency and receipt of which is hereby acknowledged by Tewina), Tewina grants to Trief the Current Issuer Deed of Charge, right (the remaining proceeds of such enforcement are insufficient "OPTION") to pay in full all principal and interest and other amounts whatsoever due serve on Tewina an Option Notice in respect of the Current Issuer Notes and all other claims ranking pari passu therewithOption Period requiring Tewina to sell to Trief or its nominee (as Trief shall designate in writing) all, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) , of the Relevant Notes (as defined below) outstanding as at Option Shares for the Option Exercise Date, together Period in accordance with accrued interest thereon ("Relevant Notes" being for the purposes provisions of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at Agreement. Upon service of an Option Notice Tewina shall be bound to sell the Option Exercise DateShares to Trief in accordance with the terms of this Agreement. Once served, the Option Notice may only be revoked by Trief (provided that it has received the prior written consent of Tewina). 2.3 (B) The Option Notice may be served by Trief at any time during the Option Period. (C) Any Option Notice (i) may only be served by fax or in writing and delivered in person or by courier on a Business Day during the Option Period; (ii) must be served at or prior to 16h30 London time for it to be effective on that Business Day. Any Option Notice served after such time will be deemed to have been served on the immediately following Business Day and will therefore take effect on that following Business Day. (iii) shall be exercised substantially in the form set out in Schedule 1. (D) It is hereby agreed that the maximum number of Shares that Tewina (or, to the extent relevant, its Assignee) can be obliged to deliver under the Put Option Agreement and the Call Option Agreements will not exceed 11,000,000 Shares in aggregate. Therefore, the number of Shares that Tewina (or, to the extent relevant, its Assignee) may be obliged to deliver under the Call Option Agreements will be reduced by the Post-Enforcement number of Shares that Tewina (or, to the extent relevant, its Assignee) may have elected to deliver under the Put Option Agreement provided that if there is a default in delivering any Shares under the Put Option Agreement the number of Shares that can be called for under the Call Option Holder Agreements will be retroactively adjusted to take account of such default (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) subject always to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes11,000,000 Share cap as noted above).

Option. 2.1 In the event that (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary")) permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In the event that (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise DateOPTION EXERCISE DATE") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In the event that (a) the Current Fourth Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Class B Fourth Issuer Notes or the Class M Fourth Issuer Notes or the Class C Fourth Issuer Notes (as the case may be) under the Current Fourth Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Class B Fourth Issuer Notes or the Class M Fourth Issuer Notes or the Class C Fourth Issuer Notes (as the case may be) and all other claims ranking pari passu therewith, then the Class B Fourth Issuer Noteholders or the Class M Fourth Issuer Noteholders or the Class C Fourth Issuer Noteholders (bas the case may be) within 20 days following shall, upon the Final Maturity Date Fourth Issuer Security having been enforced and realised to the maximum possible extent as certified by the Security Trustee, be forthwith entitled to their respective shares of such remaining proceeds (as determined in accordance with the provisions of the latest maturing Notes, Fourth Issuer Deed of Charge) and the Note Trustee certifies that there date upon which payment to each Class B Fourth Issuer Noteholder or the Class M Fourth Issuer Noteholders or Class C Fourth Issuer Noteholder (as the case may be) is no further amount outstanding under made shall be called the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelledOPTION EXERCISE DATE. 2.2 In connection with the issuance of the Current Issuer Notes, the The Note Trustee hereby grants, and the Current Fourth Issuer hereby acknowledges, an option (the "Option"OPTION), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee and the Security Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary"DESIGNATED SUBSIDIARY)) permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Fourth Issuer Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" RELEVANT FOURTH ISSUER NOTES being for the purposes of this DeedAgreement, all the Current Class B Fourth Issuer Notes, all the Class M Fourth Issuer Notes represented by Individual Note Certificates as at and all the Option Exercise DateClass C Fourth Issuer Notes). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any the Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee, the Security Trustee and the Fourth Issuer Noteholders in accordance with Condition 14 of the Current Issuer Notes14.

Option. 2.1 In 2.01 DUKE hereby grants Licensee and Licensee hereby accepts from DUKE an exclusive option to obtain a worldwide exclusive license, with the event right to sublicense, in and to DUKE’s rights in Option IP (the “Option”) under the terms and conditions of this Option Agreement for all Option Intellectual Property. 2.02 On each anniversary of the Effective Date of this Option Agreement during the Option Period, DUKE will forward to Licensee all DUKE Intellectual Property Disclosures of Option IP (each, a “Disclosure”) that OLV has received in the immediately preceding Option Year along with copies of any patent applications filed relating to such Disclosures and with an amendment to the Exclusive License Agreement in the same form as the amendment presented at Exhibit 1 to this Agreement (the “DUKE License Amendment”). 2.02.1 If DUKE has not received at least [***] DUKE Intellectual Property Disclosures of Option IP in a particular Option Year, then, upon written request from Licensee, (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect Option Period shall automatically be extended for an additional [***] without any further action required of the Current Issuer Notes parties, and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date Option Intellectual Property disclosed in that Option Year shall be rolled over into the next Option Year and presented at the end of the latest maturing Notesnext Option Year as Option IP available for license by Licensee. 2.02.2 Licensee shall have [***] from receipt of Disclosures of particular DUKE Option IP in accordance with Section 2.02 above within which to exercise the Option by executing and delivering to DUKE the DUKE License Amendment provided by DUKE with the Disclosures. Upon such exercise, Licensee shall issue DUKE additional shares of Licensee Common Stock in accordance with Section 9. 2.03 If Licensee does not exercise the Note Trustee certifies that there Option in accordance with Section 2.02.2 in a given Option Year and the Option Intellectual Property is no further amount outstanding under not rolled over into the Current Issuer Intercompany Loannext Option Year as contemplated above, then Licensee shall, as directed by DUKE, either return to DUKE all interests information DUKE disclosed to Licensee in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance DUKE Disclosure or certify destruction of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary same within [***] of Licensee’s receipt of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date)disclosed material. 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In the event that (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority 1.1 Subject to the Current Issuer Notes under terms and conditions set out herein, Owner hereby grants Enbridge the Current Issuer Deed of Charge, exclusive option (“Option”) to acquire the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due Easement in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date a portion of the latest maturing Notes, Property (the Note Trustee certifies that there “Optioned Property”) the approximate location of which is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests set out in the Global Note Certificates will sketch attached as Schedule B to this Agreement, which right-of-way shall be automatically exchanged (such date across, over, under, in, through or a strip of exchange being land within the "Option Exercise Date") for equivalent interests Optioned Property, substantially in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of location as shown on the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 property sketch attached hereto. The Option shall be exercised by Enbridge by providing written notice to Owner (the Post-Enforcement Call “Exercise Notice”) at any time prior to the expiry of the Option Holder Term (as herewith below). Accompanying the Exercise Notice shall be a draft or final reference plan of survey identifying the portion of the Optioned Property that will be the subject of the Easement (the “Easement Land”). Owner hereby irrevocably authorizes Enbridge to deposit such reference plan on title to the Property. 1.2 If, at the time Enbridge exercises the Option, the owner of the Property is the Owner as first named above, then such Owner does hereby concurrently upon entering into this Agreement sign and deliver to Enbridge the grant of easement attached hereto as Schedule C, including the acknowledgement and direction regarding electronic registration of the Easement to which such transmission easement is attached and form of transfer of easement prepared in Teraview (hereinafter collectively referred to as the “Transfer Easement”), which Transfer Easement is not intended to have legal force and effect until such time as Enbridge exercises its Option. Upon exercising the Option, Enbridge is further irrevocably authorized and directed by the Owner to finalize the Transfer Easement, by completing any missing information such as the date of the document (to be the same date as the Exercise Notice) and the description of the Easement Land (including, without limitation, the reference plan number and the parts identified thereon), and thereafter, Enbridge shall execute the Transfer Easement, register the Transfer Easement on title and provide a copy of the completed, fully executed and registered Transfer Easement to Owner that is in full force and effect. Without limiting the foregoing irrevocable authorization and direction hereby given by such Owner to Enbridge, as a further assurance Owner irrevocably constitutes and appoints Enbridge the true and lawful attorney of such Owner to execute the Transfer Easement and register the Transfer Easement on title, and to execute and deliver all other instruments, approvals and documents as provided for in the Transfer Easement. 1.3 If, at the time Enbridge exercises the Option, the owner of the Property is not the Owner as first named above, then such Owner agrees that it shall duly execute and deliver to Enbridge on such date as is specified by Enbridge to Owner, the Easement substantially in the form attached hereto as Schedule C upon the terms and conditions provided therein. In the event such Owner fails to execute and deliver to Enbridge the Transfer Easement by the date specified by Enbridge to Owner, then such Owner hereby irrevocably constitutes and appoints Enbridge the true and lawful attorney of such Owner to execute the Transfer Easement and register the Transfer Easement on title, and to execute and deliver all other instruments, approvals and documents as provided for in the Transfer Easement. 1.4 The Option shall be exercisable by Enbridge at any time from the Effective Date up to and including the date which is the third anniversary of the Effective Date (the “Option Term”). Notwithstanding anything to the contrary herein, however, if Enbridge shall give written notice to the Owner prior to the expiry of the Option Term that Enbridge has submitted, or is in the process of submitting, an application to the National Energy Board (or any Designated Subsidiaryequivalent government or public authority) in respect of the Pipeline and such application references this Option and/or the Optioned Property, then Enbridge may, in its sole discretion, elect to extend the Option Term for an additional period of one year (“Extended Option Term”) on the same terms, conditions and privileges as set forth hereunder, at the payment then being paid as herein provided, by providing written notice to Owner of such extension, which shall accompany payment pursuant to Schedule D, no less than sixty (60) days prior to the expiration of the Option Term. The Option Term and the Extended Option Term may sometimes be collectively referred to herein as the “Term”. 1.5 Enbridge shall pay Owner the amounts set forth in Schedule D as the consideration for the granting of the Option and the Easement and entering into the TWS Agreement and Release of Damages Agreement (the “compensation”) within sixty (60) days after the Effective Date. The Parties acknowledge and agree that if Enbridge is requested to produce a copy of this Agreement by virtue of notice registered on title to the Property, the copy of this Agreement so produced will not contain the payment provisions set forth in Schedule D, and it is understood and agreed that the deletion of such payment provisions from the Post-Enforcement Call Option Holder copy so produced does not and will not in any way affect the validity or enforceability of this Agreement. The Owner confirms having the option of requiring the compensation to be made by one lump sum payment or by annual or periodic payments of equal or different amounts over a period of time and that the Owner has selected the method of compensation set out in Schedule D. The Owner further confirms that if the Owner has selected annual or other periodic payments, the amount of such compensation payable by Enbridge shall be reviewed every five (or 5) years if the Designated Subsidiaryperiod of compensation extends beyond five (5) years. 1.6 The Owner further agrees: (a) that, if and when Enbridge exercises the Option, the Owner will promptly upon request by Enbridge enter into the TWS Agreement in the form attached hereto as Schedule F, for purposes of granting “Temporary Working Rights” and/or “Extra Temporary Working Rights”, as defined in the TWS Agreement in respect of those areas of the Property on, near and/or adjacent to the Note Trustee and Optioned Property, that are marked accordingly as being for purposes of such Temporary Working Rights and/or Extra Temporary Working Rights on the Noteholders sketch attached as Schedule B, all as more particularly set out in accordance with Condition 14 of the Current Issuer Notes.Schedule F;

Option. 2.1 In the event that (a) the Current Sixth Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Class B Sixth Issuer Notes or the Class C Sixth Issuer Notes (as the case may be) under the Current Fifth Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Class B Sixth Issuer Notes or the Class C Sixth Issuer Notes (as the case may be) and all other claims ranking pari passu therewith, then the Class B Sixth Issuer Noteholders or the Class C Sixth Issuer Noteholders (bas the case may be) within 20 days following shall, upon the Final Maturity Date Sixth Issuer Security having been enforced and realised to the maximum possible extent as certified by the Security Trustee, be forthwith entitled to their respective shares of such remaining proceeds (as determined in accordance with the provisions of the latest maturing Notes, Sixth Issuer Deed of Charge) and the Note Trustee certifies that there date upon which payment to each Class B Sixth Issuer Noteholder or Class C Sixth Issuer Noteholder (as the case may be) is no further amount outstanding under made shall be called the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelledOPTION EXERCISE DATE. 2.2 In connection with the issuance of the Current Issuer Notes, the The Note Trustee hereby grants, and the Current Sixth Issuer hereby acknowledges, an option (the "Option"OPTION), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee and the Security Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary"DESIGNATED SUBSIDIARY)) permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Sixth Issuer Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" RELEVANT SIXTH ISSUER NOTES being for the purposes of this DeedAgreement, all the Current Class B SIXTH Issuer Notes represented by Individual Note Certificates as at and all the Option Exercise DateClass C Sixth Issuer Notes). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any the Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee, the Security Trustee and the Sixth Issuer Noteholders in accordance with Condition 14 of the Current Issuer Notes14.

Option. 2.1 Licensor hereby grants to Merck an exclusive option (the “Option”) to obtain the licenses set forth in Section 4.1. Merck may indicate its intent to exercise the Option, at any time beginning on the Effective Date and ending at 11:59 PM ET on the date that is *** days after the date of the receipt by Merck of (i) the Abili-T Trial Report and, if applicable, the Supplemental Data and (ii) an update to Schedule 11.2 reflecting changes to such schedule arising between the Effective Date and the date of submission of such updated Schedule 11.2 (“Initial Update”), and, if applicable, the Supplemental Data Update (such *** day period, the “Option Period”), by providing written notice to Licensor (the “Intent to Exercise Notice”). The Initial Update shall be provided by Licensor contemporaneously with the Abili-T Trial Report. In the event that Merck requests Supplemental Data in accordance with Section 2.3, Licensor shall, contemporaneously with providing the Supplemental Data, provide to Merck a further updated Schedule 11.2 reflecting changes to such schedule arising between the date of submission of the Initial Update and the date of submission of such further updated Schedule 11.2 (“Supplemental Data Update”). Upon Licensor’s receipt of the Intent to Exercise Notice, Licensor shall provide to Merck a further updated Schedule 11.2 reflecting changes to such schedule arising between the later of the date of submission of the Initial Update, or, if applicable, the date of submission of the Supplemental Data Update, and the date of submission of such further updated Schedule 11.2 (the “Final Update”). Merck shall have *** days from the date of its receipt of the Final Update to reject in writing the Intent to Exercise Option Notice. In the event that Merck does not reject the Intent to Exercise Notice within *** days from the date of its receipt of the Final Update, then the eleventh business day from the date of its receipt of the Final Update shall be deemed the “Option Exercise Date”. If Merck (a) does not submit the Current Issuer Security is enforced and, after payment of all other claims ranking in priority Intent to Exercise Notice prior to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect end of the Current Issuer Notes and all other claims ranking pari passu therewithOption Period, or (b) rejects the Intent to Exercise Notice within 20 *** days following from the date of its receipt of the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany LoanUpdate, then all interests in the Global Note Certificates Option will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notesexpire, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but will not some only) have occurred and Merck will have no remaining rights with respect to Licensor Technology or the Product. Notwithstanding the foregoing, the Initial Update, the Supplemental Data Update and the Final Update shall not be deemed to cure any breach of any given representation or warranty as may exist as of the Relevant Notes (as defined below) outstanding as at the Option Exercise Effective Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In the event that (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee Fujitsu hereby grants, and the Current Issuer hereby acknowledges, grants AUO an option (the "Option")to purchase, under which the Note Trustee has in no personal liabilitymore than two transactions, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after during the Option Exercise Date all twenty-six (but not some only) 26)-month period following the first anniversary of the Relevant Notes Initial Closing (as defined below), an additional * of issued and outstanding common stock of FDTC currently held by Fujitsu (the "Additional Shares"), representing * equity ownership interest in FDTC, at a price of * , for an aggregate purchase price of * (the "Additional Purchase Price"). If AUO elects to exercise the option granted hereunder in two transactions rather than a single transaction, AUO shall purchase that number of Additional Shares in the first sale and purchase of Additional Shares (the "First Additional Closing") outstanding as at such that immediately following the Option Exercise DateFirst Additional Closing, AUO shall hold in the aggregate a more than * ownership interest in FDTC, and shall purchase that number of Additional Shares in the second sale and purchase of the Additional Shares (the "Second Additional Closing" and together with accrued the First Additional Closing, each an "Additional Closing") such that immediately following the Second Additional Closing, AUO shall hold in the aggregate * equity ownership interest thereon ("Relevant Notes" being for in FDTC. Notwithstanding the purposes foregoing, if FDTC in its discretion alters its share capital prior to AUO's purchase of this Deedthe Additional Shares, all the Current Issuer Notes equity ownership interest in FDTC represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option Additional Shares shall be exercised adjusted accordingly; provided that AUO in any event will not own more than * equity ownership interest in FDTC upon AUO's purchase of the Additional Shares. The Additional Shares will be governed by the Post-Enforcement Call Option Holder same terms and conditions as the Initial Shares, except for shareholders' rights, if any, conferred as of the record dates preceding the Additional Closing Date(s) (or any Designated Subsidiary) by notice from as defined below). ___________ * Certain information on this page has been omitted and filed separately with the Post-Enforcement Call Option Holder (or the Designated Subsidiary) Commission. Confidential treatment has been requested with respect to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notesomitted portions.

Option. 2.1 In the event that (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority 1.1 Subject to the Current Issuer Notes under terms and conditions set out herein, Owner hereby grants Enbridge the Current Issuer Deed of Charge, exclusive option (“Option”) to acquire the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due Easement in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date a portion of the latest maturing Notes, Property (the Note Trustee certifies that there “Optioned Property”) the approximate location of which is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests set out in the Global Note Certificates will sketch attached as Schedule B to this Agreement, which right-of-way shall be automatically exchanged (such date across, over, under, in, through or a strip of exchange being land within the "Option Exercise Date") for equivalent interests Optioned Property, substantially in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of location as shown on the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 property sketch attached hereto. The Option shall be exercised by Enbridge by providing written notice to Owner (the Post-Enforcement Call “Exercise Notice”) at any time prior to the expiry of the Option Holder Term (as herewith below). Accompanying the Exercise Notice shall be a draft or final reference plan of survey identifying the portion of the Optioned Property that will be the subject of the Easement (the “Easement Land”). Owner hereby irrevocably authorizes Xxxxxxxx to deposit such reference plan on title to the Property. 1.2 If, at the time Enbridge exercises the Option, the owner of the Property is the Owner as first named above, then such Owner does hereby concurrently upon entering into this Agreement sign and deliver to Enbridge the grant of easement attached hereto as Schedule C, including the acknowledgement and direction regarding electronic registration of the Easement to which such transmission easement is attached and form of transfer of easement prepared in Teraview (hereinafter collectively referred to as the “Transfer Easement”), which Transfer Easement is not intended to have legal force and effect until such time as Enbridge exercises its Option. Upon exercising the Option, Enbridge is further irrevocably authorized and directed by the Owner to finalize the Transfer Easement, by completing any missing information such as the date of the document (to be the same date as the Exercise Notice) and the description of the Easement Land (including, without limitation, the reference plan number and the parts identified thereon), and thereafter, Xxxxxxxx shall execute the Transfer Easement, register the Transfer Easement on title and provide a copy of the completed, fully executed and registered Transfer Easement to Owner that is in full force and effect. Without limiting the foregoing irrevocable authorization and direction hereby given by such Owner to Enbridge, as a further assurance Owner irrevocably constitutes and appoints Enbridge the true and lawful attorney of such Owner to execute the Transfer Easement and register the Transfer Easement on title, and to execute and deliver all other instruments, approvals and documents as provided for in the Transfer Easement. 1.3 If, at the time Enbridge exercises the Option, the owner of the Property is not the Owner as first named above, then such Owner agrees that it shall duly execute and deliver to Enbridge on such date as is specified by Xxxxxxxx to Owner, the Easement substantially in the form attached hereto as Schedule C upon the terms and conditions provided therein. In the event such Owner fails to execute and deliver to Enbridge the Transfer Easement by the date specified by Xxxxxxxx to Owner, then such Owner hereby irrevocably constitutes and appoints Enbridge the true and lawful attorney of such Owner to execute the Transfer Easement and register the Transfer Easement on title, and to execute and deliver all other instruments, approvals and documents as provided for in the Transfer Easement. 1.4 The Option shall be exercisable by Xxxxxxxx at any time from the Effective Date up to and including the date which is the third anniversary of the Effective Date (the “Option Term”). Notwithstanding anything to the contrary herein, however, if Enbridge shall give written notice to the Owner prior to the expiry of the Option Term that Enbridge has submitted, or is in the process of submitting, an application to the National Energy Board (or any Designated Subsidiaryequivalent government or public authority) in respect of the Pipeline and such application references this Option and/or the Optioned Property, then Enbridge may, in its sole discretion, elect to extend the Option Term for an additional period of one year (“Extended Option Term”) on the same terms, conditions and privileges as set forth hereunder, at the payment then being paid as herein provided, by providing written notice to Owner of such extension, which shall accompany payment pursuant to Schedule D, no less than sixty (60) days prior to the expiration of the Option Term. The Option Term and the Extended Option Term may sometimes be collectively referred to herein as the “Term”. 1.5 Enbridge shall pay Owner the amounts set forth in Schedule D as the consideration for the granting of the Option and the Easement and entering into the TWS Agreement and Release of Damages Agreement (the “compensation”) within sixty (60) days after the Effective Date. The Parties acknowledge and agree that if Enbridge is requested to produce a copy of this Agreement by virtue of notice registered on title to the Property, the copy of this Agreement so produced will not contain the payment provisions set forth in Schedule D, and it is understood and agreed that the deletion of such payment provisions from the Post-Enforcement Call Option Holder copy so produced does not and will not in any way affect the validity or enforceability of this Agreement. The Owner confirms having the option of requiring the compensation to be made by one lump sum payment or by annual or periodic payments of equal or different amounts over a period of time and that the Owner has selected the method of compensation set out in Schedule D. The Owner further confirms that if the Owner has selected annual or other periodic payments, the amount of such compensation payable by Enbridge shall be reviewed every five (or 5) years if the Designated Subsidiaryperiod of compensation extends beyond five (5) years. 1.6 The Owner further agrees: (a) that, if and when Enbridge exercises the Option, the Owner will promptly upon request by Xxxxxxxx enter into the TWS Agreement in the form attached hereto as Schedule F, for purposes of granting “Temporary Working Rights” and/or “Extra Temporary Working Rights”, as defined in the TWS Agreement in respect of those areas of the Property on, near and/or adjacent to the Note Trustee and Optioned Property, that are marked accordingly as being for purposes of such Temporary Working Rights and/or Extra Temporary Working Rights on the Noteholders sketch attached as Schedule B, all as more particularly set out in accordance with Condition 14 of the Current Issuer Notes.Schedule F;

Option. 2.1 In the event that (a) the Current Issuer Security is enforced and, after Subject to Tenant's payment of the Termination Fee (as defined in Paragraph 2.3(b) below) and the other conditions set forth herein, Tenant shall have the option (the ''Termination Option'') to terminate this Lease (and all other claims ranking in priority rights and obligations of the parties hereunder, except for accrued and unpaid or unperformed obligations and liabilities) effective on the fourth (4 th ) anniversary of the Rent Commencement Date (the ''Termination Date''). The Termination Option may be exercised by written notice (the ''Termination Notice'') given to Landlord at least nine (9) months prior to the Current Issuer Notes under the Current Issuer Deed Termination Date. Any such notice of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or termination shall be irrevocable when received by Landlord. (b) within 20 Fee. Within thirty (30) days after Tenant's notice of exercise of the Temlination Option under this Section 2.3 and in order for such tennination to be effective, Tenant shall pay to Landlord the ''Termination Fee," which shall equal the sum of(a) three (3) monthly installments of Base Rent (calculated using the monthly installment amount due during months 49 through 51 following the Final Maturity Date of Lease Commencen1ent Date), plus (b) the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent unamortized amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option Landlord's Lease Costs (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at of the Option Exercise Termination Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice Landlord's Lease Costs amortized from the Post-Enforcement Call Option Holder (or Rent Commencement Date over the Designated Subsidiary) Tern1 at an annual interest rate equal to the Note Trustee and interest rate on five - year United States Treasury Bills issued on the Noteholders in accordance with Condition 14 date the Ter11iination Notice is given, plus two hundred (200) basis points. ''Landlord's Lease Costs'' are defined as the sum of(i) the amount of the Current Issuer Notes.Tenant Improvement Allowance expended by Landlord pursuant to Exhibit B attached hereto, plus (ii) the amount of brokerage commissions paid by Landlord in connection with this Lease, plus (iii) the Base Rent that would have been payable by Tenant during the first three (3) months after the Lease Commencement Date if the monthly rent for [JSG:se/102994_5.DOC/092404/4040.039) - 8 -

Option. 2.1 In 4.3.1 The Licensee hereby grants the event that (a) Licensor an option, exercisable throughout the Current Issuer Security is enforced andperiod set forth in Section 4.3.2 below, after payment to assign his/her/its patent rights in the Patent to Licensee in exchange for his/her/its pro-rata share of 5% of all issued share capital of Licensee on the exercise date, on a fully diluted basis for no additional consideration other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option than specified explicitly herein (the "Option"), under which . Upon the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary exercise of the Post-Enforcement Call Option, the shares issued under the Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated SubsidiaryLicensor's Shares") permitting shall be registered for trade under the Post-Enforcement Call Option Holder (US Securities Act of 1933 on a US Stock Exchange or any Designated Subsidiary) other recognized stock exchange without restrictions. The Licensee shall bear exclusively all the expenses incurred in connection with said registration. The Licensor's Shares shall have identical rights to acquire at the other shares of the same class in the capital of the Licensee. In the event the Licensee has imposed any time lock-up restricting the shares issued to the Founders, the Licensee may impose similar lock-ups, pro-rata, on or after the shares issued under the Option, provided however, that no lock-up restriction shall apply to the shares issued under the Option Exercise Date all beyond nine (but not some only9) months from the date the Founders became registered shareholders of the Relevant Notes Licensee (as defined below) outstanding as at the "Acquisition Date"). In the event any of the Founders is permitted to sell any of their shares within the lock-up period, the Licensee undertakes to afford the shares issued under the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date)pro-rata tag along rights. 2.3 4.3.2 The Licensee shall notify the Licensor in writing of Licensee's shares reaching a market capitalization value of US$25,000,000 according to the listed share price of Licensee on a US Stock Exchange or any other recognized stock exchange (the "Valuation"). The Option shall be exercised exercisable by the Post-Enforcement Call Option Holder (or Licensor at any Designated Subsidiary) by notice time beginning from the Post-Enforcement Call date of this Agreement and up to and including sixty (60) days from the written notification by the Licensee of the Valuation. The Option Holder (or will expire if not exercised within said period. In the Designated Subsidiary) event the any of the parties comprising the Licensor elect to exercise the Option, said election cannot occur unless all of the remaining parties comprising the Licensor assign his/her/its rights in the Patent to the Note Trustee Licensee and execute all documents that may be necessary and proper to give effect to the Noteholders in accordance with Condition 14 assignment of the Current Issuer NotesPatent as well as any and all divisional and continuation applications thereof, and any and all letters patent which may have issued to be re-issued for said Patent to the end of the term for which each said letter patent may be granted. To avoid doubt, any non-exercising parties who comprise the Licensor who assign his/her/its rights in the Patent to the Licensee shall still be entitled to receive any of his/her/its pro-rata share of the payments under Section 4.2. 4.3.3 Upon exercise of the Option and issuance of the shares thereunder to the exercising party comprising the Licensor, such exercising party shall cease to be entitled to receive any of his/her/its pro-rata share of the payments under Section 4.2, without affecting his/her/its right to payments previously due but yet unpaid. To avoid doubt, the payments set forth in Section 4.1 to the Licensor shall not cease upon exercise of the Option and issuance of such shares. 4.3.4 In the event any of the parties comprising the Licensor do not exercise the Option, each of the non-exercising parties shall continue to receive his/her/its pro-rata share of the payments under Sections 4.1 and 4.

Option. 2.1 In Except as provided below, Steven's obligation to render consulting services hereunder shall terminate one year after the event that (a) opening of the Current Issuer Security is enforced Florida Project and, provided there is such a termination, the provisions of Paragraphs 5, 6 and 7 shall terminate 3 years after payment the termination of all other claims ranking in priority Steven's obligation to render consulting services. Steven's right to receive compensation with respect to the Current Issuer Notes under Florida Project and all Comparable Projects which are opened more than one year prior to the Current Issuer Deed date he ceased to have an obligation to render consulting services hereunder shall continue perpetually, subject only to the termination provisions of ChargeParagraph 14 and to the provisions of Paragraph 16 with respect to public offer and private sale. The Partnership and Xxxxxx shall have the rights set forth below to continue the terms and provisions of this Agreement with respect to Steven's services and exclusivity on the terms and conditions set forth below: a. Subject only to the provisions of Paragraph 14, the remaining proceeds Partnership shall have an unlimited number of consecutive options (each referred to as an "Extension Option") to extend Steven's obligation to render consulting services for one additional year (an "Extension Year") provided that an option for a later option year may not be exercised unless the option under Paragraph 13a or 13b for the immediately preceding option year was exercised and provided further that there has not been a "change of control" of MCA or of any successor to MCA's interest in the Partnership prior to the commencement of such enforcement are insufficient Extension Year. A "change of control" shall be defined as set forth in Exhibit "C" attached hereto. The Partnership shall be deemed conclusively to pay in full all principal and interest and other amounts whatsoever due in respect have exercised the Extension Option unless the Partnership shall have given to Xxxxxx a written notice of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests declination to exercise such option which declination in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, order to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire effective must be given at any time no more than one year, nor less than 60 days prior to the date on which Steven's obligation to render consulting services terminates, as such date may be extended by exercise of the Extension option in the previous year. If the Partnership exercises the Extension option for any Extension Year, the Partnership guarantees to Xxxxxx that the compensation for such Extension Year with respect to the Florida and all Comparable Projects shall in the aggregate equal or exceed the lesser of ***% of the amount paid to Xxxxxx in the year prior to the Extension Year (based upon- the provisions of Paragraph 11, and without regard to any additional amounts paid in such prior year based upon this Paragraph 13a) or $*** for an Extension Year which begins after the Option Exercise Date all (but not some only) third anniversary of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) initial opening to the Note Trustee and the Noteholders in accordance with Condition 14 general public of the Current Issuer Notes.Florida Project, and $***for an Extension Year which begins prior to such third anniversary, payable no later than 45 days after the end of such Extension

Option. 2.1 In 16.1 The Grantee hereby grants to PK Gain, JAA, Sabvest Finance and Sabvest Investments (collectively, the event "Call Option Holders"), and the Call Option Holders hereby accept the grant of, an option pursuant to which the Call Option Holders shall be entitled to call on the Grantee to sell and transfer all (and not only a part) of the Option Shares to those of the Call Option Holders nominated to acquire the Option Shares in terms of clause 17, subject to the terms and conditions set out in this Agreement ("Call Option"). The Call Option Holders (acting jointly) shall be entitled to nominate another entity to acquire all or a portion of the Option Shares under the Call Option, provided that the Grantee grants its prior written consent thereto. 16.2 The Call Option may only be exercised once at any time during the Call Option Period at the sole and absolute discretion of the Call Option Holders (aacting jointly) the Current Issuer Security is enforced and, after payment and must be exercised in respect of all other claims ranking in priority (and not only a part of) of the Option Shares by any one or more person or persons from amongst the Call Option Holders. 16.3 The Call Option is irrevocable for the Call Option Period and if not exercised, will automatically lapse and be of no further force or effect on expiry of the Call Option Period. The expiry of the Call Option Period will not terminate or otherwise affect any Call Option exercised prior to the Current Issuer Notes under expiry of the Current Issuer Deed of Charge, Call Option Period. 16.4 No consideration is payable by the remaining proceeds of such enforcement are insufficient Call Option Holders to pay in full all principal and interest and other amounts whatsoever due the Grantee in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date granting of the latest maturing NotesCall Option. 16.5 The Grantee hereby agrees and undertakes to and in favour of the Call Option Holders that it shall not, for the duration of the Call Option Period - 16.5.1 transfer, sell, alienate or dispose of in any manner any of the Option Shares other than pursuant to this Agreement or the Placement Agreement; or 16.5.2 create or permit to exist any encumbrance whatsoever over or in respect of all or a portion of the Option Shares save for any encumbrance granted as security under the Existing RCF, the Note Trustee certifies that there is no further amount outstanding under Amended and Restated RCF and/or the Current Issuer Intercompany LoanNew RCF, then all interests in without the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance express, prior written consent of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date)Holders. 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In the event that (a) the Current Third Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Class B Third Issuer Notes or the Class C Third Issuer Notes (as the case may be) under the Current Third Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Class B Third Issuer Notes or the Class C Third Issuer Notes (as the case may be) and all other claims ranking pari passu therewith, then the Class B Third Issuer Noteholders or the Class C Third Issuer Noteholders (bas the case may be) within 20 days following shall, upon the Final Maturity Date Third Issuer Security having been enforced and realised to the maximum possible extent as certified by the Security Trustee, be forthwith entitled to their respective shares of such remaining proceeds (as determined in accordance with the provisions of the latest maturing Notes, Third Issuer Deed of Charge) and the Note Trustee certifies that there date upon which payment to each Class B Third Issuer Noteholder or Class C Third Issuer Noteholder (as the case may be) is no further amount outstanding under made shall be called the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the The Note Trustee hereby grants, and the Current Third Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee and the Security Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary")) permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Third Issuer Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" Third Issuer Notes being for the purposes of this DeedAgreement, all the Current Class B Third Issuer Notes represented by Individual Note Certificates as at and all the Option Exercise DateClass C Third Issuer Notes). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any the Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee, the Security Trustee and the Third Issuer Noteholders in accordance with Condition 14 of the Current Issuer Notes14.

Option. 2.1 In Tenant hereby grants to Landlord an option to purchase and, if Landlord exercises such option in accordance with this Section 17.2, agrees to sell, transfer, convey, assign and deliver to Landlord, and Landlord shall have the event that right to purchase and acquire from Tenant pursuant to such option, the Business Acquisition Property, subject to the following terms and conditions: (a) Landlord may exercise such option only during the Current Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or Business Acquisition Term. (b) within 20 days following Landlord may exercise such option, if at all, only by one or more written notices to Tenant (each an “Exercise Notice”) from time to time during the Final Maturity Date Business Acquisition Term. Each Exercise Notice shall identify (i) the item or items of Business Acquisition Property for which the option is being exercised, (ii) the date (the “Closing Date”) for the consummation of the latest maturing Notessale, transfer, conveyance, assignment and/or delivery of such Business Acquisition Property by Tenant to Landlord (the “Closing”), which date shall be not less than thirty (30) days after the date Landlord delivers such Exercise Notice to Tenant nor later than the twelve (12) months (if this Lease expires by the passage of time) or not later than eighteen (18) months (if this Lease terminates for any reason other than the passage of time) after the expiration or other termination of this Agreement, and (iii) the location of the Closing, which shall be within Grand County or Denver County, Colorado. Each Exercise Notice may exercise Landlord’s option under this Section 17.2 with respect to one, some or all of the Business Acquisition Property, and the delivery of an Exercise Notice with respect to any Business Acquisition Property shall not prevent Landlord from subsequently exercising such option with respect to any or all of the remaining Business Acquisition Property at any time during the Business Acquisition Term. (c) Landlord expressly acknowledges that Tenant shall have the unqualified right to sell, transfer, convey, assign any businesses, assets or real or personal property (including without limitation any business, asset or real or personal property which is, or may become, Business Acquisition Property), free and clear of Landlord’s option under this Section 17.2 and without any obligation to obtain Landlord’s consent or approval or to communicate in any way with Landlord with respect to such sale, transfer, conveyance or assignment, at any time before Landlord delivers an Exercise Notice with respect to any such business, asset or real or personal property constituting Business Acquisition Property. The option granted to Landlord under this Section 17.2 shall not constitute an interest in real property but shall constitute a contractual obligation of Tenant to Landlord. Such option shall not encumber, and shall not run with the land comprising, the Note Trustee certifies that there is no further amount outstanding Leased Assets, the Purchased Developable Land or any other real property. Upon Tenant’s request, Landlord shall execute, have acknowledged, and deliver to Tenant or any Person designated by Tenant any waiver, consent, certificate, document or instrument evidencing or confirming the terms of this Section 17.2(c) or any other provisions of this Section 17.2. (d) If Landlord exercises its option under this Section 17.2, the Current Issuer Intercompany Loan, then all interests purchase price for the Business Acquisition Property specified in the Global Note Certificates will Exercise Notice shall be automatically exchanged equal to the greater of one dollar (such date $1) or the Investment Return Deficiency, as determined by the Accountants in their sole and absolute discretion, absent bad faith (the “Purchase Price”). Tenant shall cause the Accountants to deliver to Landlord a certification of exchange being the "Option Exercise Investment Return Deficiency and the Purchase Price with respect to any item of Business Acquisition Property within sixty (60) days after Tenant receives a written request from Landlord which states (i) a description of the Business Acquisition Property and (ii) a proposed Closing Date") for equivalent interests in an equivalent . Notwithstanding the foregoing, Landlord shall not be required to pay a Purchase Price that exceeds the fair market value of the Business Acquisition Property. If Landlord and Tenant cannot agree on the amount of Notes the fair market value of the Business Acquisition Property, a duly qualified appraiser selected by the American Arbitration Association at the request and expense of Landlord shall select the fair market value from between that value as claimed by Landlord and that value as claimed by Tenant. Landlord shall pay the Purchase Price to Tenant at the Closing in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelledimmediately available funds. 2.2 In connection with (e) Landlord shall pay all costs and expenses, other than the fees of Tenant’s attorneys and the Accountants, related to the Closing, including without limitation (i) any stamp, excise or other tax payable on the recording of the deed, assignment or other documents transferring title to the Business Acquisition Property, (ii) all recording fees, and (iii) the cost of preparing a commitment for title insurance covering the Business Acquisition Property and the premium for the issuance of such title insurance. (f) The following charges shall be prorated between Landlord and Tenant, on a daily basis, as of 12:01 a.m., Mountain Time, on the Current Issuer NotesClosing Date: (i) rents, fees and other payments (including advance payments) prepaid or payable to Tenant under any lease, occupancy agreement or license affecting any interest in the Business Acquisition Property; and (ii) any charges customarily apportioned between sellers and buyers of commercial real estate in Colorado. (g) At the Closing, Tenant shall convey title to the Business Acquisition Property to Landlord by special warranty deed and special warranty xxxx of sale and/or assignment, but Tenant shall have the right to list as exceptions to the special warranty in such deed, xxxx of sale and/or assignment any Encumbrances (other than mortgages, deeds of trust and other monetary liens) that would constitute defects in, or breaches of, such special warranty. Landlord shall take title to, and possession of, the Note Trustee hereby grantsBusiness Acquisition Property in such condition, and subject to such Encumbrances, as existing of the Current Issuer hereby acknowledgesClosing Date, an option without any representations or warranties whatsoever, expressed or implied (the "Option"which representations and warranties Landlord shall be deemed to have waived), under which except that Tenant shall pay off, discharge and release all mortgages, deeds of trust and other monetary liens affecting the Note Trustee has no personal liabilityBusiness Acquisition Property. (h) Landlord shall have the right, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after before the Option Exercise Date all (but not some only) delivery of such deed, xxxx of sale and/or assignment, to terminate the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together exercise of its option under this Section 17.2 with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date)respect to any Business Acquisition Property. 2.3 The Option (i) Tenant shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) subject to the Note Trustee and the Noteholders in accordance with Condition 14 specific performance of the Current Issuer Notesits obligations under this Section.

Option. 2.1 8.1 In consideration of the event that Purchaser entering into this Agreement, the Vendor hereby grants to the Purchaser an option to purchase all (but not part only) of the Option Shares at the Exercise Price at any time during the Option Period, subject to and on the terms of this Agreement. The Option is not transferable by Purchaser and any such attempted transfer shall be null and void. 8.2 The Vendor shall on exercise of the Option sell or procure the sale of the Option Shares and the Purchaser shall purchase the Option Shares, free from all rights of pre-emption, options, liens, claims, equities, charges, mortgages, pledges and encumbrances or third party rights of whatsoever nature and with all rights attached, accrued or accruing or becoming attached thereto on and after date of such exercise at the Exercise Price, payable not in cash but instead by the issue of the Option Preference Shares upon Option Completion. 8.3 The Vendor undertakes not to transfer, encumber or deal with in any way the Option Shares during the Option Period, except with the prior written consent of the Purchaser. 8.4 An Exercise Notice may be given by the Purchaser to the Vendor at any time during the Option Period in respect of all (but not part only) of the Option Shares. 8.5 Option Completion shall take place at such time (being not earlier than 3 business days and not later than 7 business days after the date of the Exercise Notice) and at such place in Hong Kong as may be specified in the Exercise Notice. 8.6 At Option Completion, all (but not part only) of the following business shall be transacted: (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority Vendor shall deliver or cause to be delivered to the Current Issuer Notes under the Current Issuer Deed Purchaser duly executed instrument(s) of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal transfer and interest and other amounts whatsoever due sold notes in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, Option Shares in favour of the Purchaser or its specified nominee(s) accompanied by the certificate(s) for the relevant Option Shares; and (b) within 20 days following the Final Maturity Date Purchaser shall deliver to the Vendor signed bought notes and copies of the latest maturing Notesboard and shareholder resolutions, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable a form reasonably approved by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option HolderVendor, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after issuing the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise DatePreference Shares, together with accrued interest thereon ("Relevant Notes" being a duly signed certificate for the purposes Option Preference Shares in the name of this Deed, all the Current Issuer Notes represented Vendor; (c) the Vendor and the Purchaser shall procure that the directors nominated by Individual Note Certificates each of them to the board of directors of the Company shall exercise their votes so as at to approve the transfer of the Option Exercise Date)Shares. 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In the event that (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority Each Stockholder hereby grants to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in Phoenix Footwear an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an irrevocable option (the "OptionOPTION")) to purchase his/her Subject Shares, under which upon the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder terms and subject to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder conditions set forth herein (the "Designated SubsidiaryOPTIONED SHARES") permitting the Post-Enforcement Call ). The Option Holder (may be exercised by Phoenix Footwear in whole or any Designated Subsidiary) from time to acquire time in part, at any time on or after following the Option Exercise Date all (but not some only) occurrence of the Relevant Notes Trigger Event (as defined below) outstanding as at and prior to the termination of this Agreement in accordance with Section 5. In the event Phoenix Footwear wishes to exercise the Option, Phoenix Footwear shall send a written notice to the Stockholder (the "OPTION EXERCISE NOTICE") specifying the total number of Optioned Shares it wishes to purchase and a date (not later than five (5) business days and not earlier than one (1) business day from the date such notice is given for the closing of such purchase (the "CLOSING DATE"). Phoenix Footwear may revoke an exercise of the Option Exercise Dateat any time prior to the Closing Date by written notice to the Stockholder. In the event of any change in the number of issued and outstanding shares of Subject Shares by reason of any stock dividend, together with accrued interest thereon ("Relevant Notes" being for stock split, split-up, recapitalization, merger or other change in the purposes corporate or capital structure of this DeedH.S. Trask, all the Current Issuer Notes represented by Individual Note Certificates as at number of Optioned Shares subject to the Option and the Exercise DatePrice (defined below) per Optioned Shares shall be appropriately adjusted. (b) Phoenix Footwear's right to exercise the Option is subject only to the Offer having been consummated and the Merger not having been consummated within three (3) business days thereafter (the "TRIGGER EVENT"). 2.3 The (c) On the Closing Date, each Stockholder with respect to who the Option shall be has been exercised will deliver to Phoenix Footwear a certificate or certificates for any shares that are certificated representing the Optioned Shares in the denominations designated by the Post-Enforcement Call PFG Acquisition in its Option Holder (Exercise Notice, free and clear of all security interest, liens or encumbrances of any Designated Subsidiary) by notice kind together with executed stock powers and Phoenix Footwear will purchase such Optioned Shares from the Post-Enforcement Call Stockholder in exchange for the consideration that the Stockholder would have received under the Merger Agreement had the Merger closed on the Closing Date hereunder (the "EXERCISE PRICE"). (d) Any closing hereunder shall take place on the Closing Date specified by Phoenix Footwear in its Option Holder (Exercise Notice pursuant to Section 3(a) at 10:00 a.m., local time on such date, at the principal executive office of H.S. Trask, or at such other time and place as the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notesparties hereto may agree.

Option. 2.1 In Except as provided below, ***'s obligation to render consulting services hereunder shall terminate one year after the event that (a) opening of the Current Issuer Security is enforced Florida Project and, provided there is such a termination, the provisions of Paragraphs 5, 6 and 7 shall terminate 3 years after payment the termination of all other claims ranking in priority ***'s obligation to render consulting services. ***'s right to receive compensation with respect to the Current Issuer Notes under Florida Project and all Comparable Projects which are opened more than one year prior to the Current Issuer Deed date he ceased to have an obligation to render consulting services hereunder shall continue perpetually, subject only to the termination provisions of ChargeParagraph 14 and to the provisions of Paragraph 16 with respect to public offer and private sale. The Partnership and *** shall have the rights set forth below to continue the terms and provisions of this Agreement with respect to ***'s services and exclusivity on the terms and conditions set forth below: a. Subject only to the provisions of Paragraph 14, the remaining proceeds Partnership shall have an unlimited number of consecutive options (each referred to as an "Extension Option") to extend ***'s obligation to render consulting services for one additional year (an "Extension Year") provided that an option for a later option year may not be exercised unless the option under Paragraph 13a or 13b for the immediately preceding option year was exercised and provided further that there has not been a "change of control" of MCA or of any successor to MCA's interest in the Partnership prior to the commencement of such enforcement are insufficient Extension Year. A "change of control" shall be defined as set forth in Exhibit "C" attached hereto. The Partnership shall be deemed conclusively to pay in full all principal and interest and other amounts whatsoever due in respect have exercised the Extension Option unless the Partnership shall have given to *** a written notice of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests declination to exercise such option which declination in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, order to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire effective must be given at any time no more than one year, nor less than 60 days prior to the date on which ***'s obligation to render consulting services terminates, as such date may be extended by exercise of the Extension option in the previous year. If the Partnership exercises the Extension option for any Extension Year, the Partnership guarantees to *** that the compensation for such Extension Year with respect to the Florida and all Comparable Projects shall in the aggregate equal or exceed the lesser of ***% of the amount paid to *** in the year prior to the Extension Year (based upon- the provisions of Paragraph 11, and without regard to any additional amounts paid in such prior year based upon this Paragraph 13a) or $*** for an Extension Year which begins after the Option Exercise Date all (but not some only) third anniversary of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) initial opening to the Note Trustee and the Noteholders in accordance with Condition 14 general public of the Current Issuer Notes.Florida Project, and $*** for an Extension Year which begins prior to such third anniversary, payable no later than 45 days after the end of such Extension

Option. 2.1 In the event that (a) the Current Issuer Security is enforced and, after payment Each of all other claims ranking in priority Owners hereby grants to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, Equity an option (the "“Option"”) to acquire (either directly or through an Affiliate of Equity designated by Equity) all right, title and interest of each such Owner in all interests, including all Equity Interests and voting interests, held by such Owner in the Archstone Entities, other than the Purchased Interests (collectively, the “Other Interests”), free and clear of any Liens (other than restrictions on transfer by Equity (or its designee) imposed under applicable securities Laws, the Voting Agreement, the Bridge Equity Providers Agreement and the Organizational Documents of the Primary Archstone Entities). Such Option shall solely be exercisable in the event that Equity or an Affiliate thereof shall not have acquired the Purchased Interests under the Interest Purchase Agreement and a Bridge Equity Provider shall have exercised its right of first offer with respect to the Purchased Interests in accordance with the terms of the Bridge Equity Providers Agreement and the sale of the Purchased Interests to such Bridge Equity Provider (or its nominee) shall have been consummated (the date of such acquisition of the Purchased Interests by the applicable Bridge Equity Provider, the “ROFO Acquisition Date”). Subject to the preceding sentence, Equity shall have the right to exercise the Option by providing written notice to Owners (the “Exercise Notice”) at any time during the period commencing on the ROFO Acquisition Date and ending on the 30th day following the ROFO Acquisition Date for a purchase price, payable in cash, in an amount set forth in the Exercise Notice that is greater than or equal to $1,325,000,000. The purchase of the Other Interests upon exercise of the option granted hereunder shall be made pursuant to a purchase and sale agreement (the “Other Interest Purchase Agreement”) on substantially the same terms and conditions as those contained in the Interest Purchase Agreement, with only such changes as are reasonably necessary to reflect the different Equity Interests being purchased and sold thereunder and the fact that Owners will no longer hold any Equity Interests in the Primary Archstone Entities following the consummation of the transactions contemplated hereby. The Parties agree to negotiate in good faith the terms of, and to execute and deliver, the Other Interest Purchase Agreement as promptly as reasonably practicable, and in any event no later than 7 Business Days, following the delivery of the Exercise Notice. (b) In addition to the general provisions described in Section 1(a), the Other Interest Purchase Agreement shall include the following provision: “In the event this Agreement shall be terminated by any Party in accordance with Section 13.1.4 due to the inability of the conditions to Closing set forth in Section 7.3 to be satisfied, then the Sellers shall pay to Buyer within 10 days following the date that Sellers sell the Purchased Interests pursuant to the exercise of a right of first offer, an amount equal to (x) one dollar ($1.00) for each, if any, one dollar ($1.00) received by Sellers for such sale in excess of $1,325,000,000, up to $1,365,000,000 and (y) fifty cents ($0.50) for each, if any, one dollar ($1.00) received by Sellers for such sale in excess of $1,365,000,000, up to $1,445,000,000 (any amounts payable pursuant to clause (x) and (y) above, the “Breakup Fee”); provided that each Seller shall only be responsible for its ratable portion of such Breakup Fee based on the percentage of the aggregate purchase price that was received by such Seller in such sale of the Purchased Interests; provided further that under no circumstances pursuant to this Section shall (i) Barclays be responsible for an amount payable under the Breakup Fee in excess of $37,947,532, (ii) BANA be responsible for an amount payable under the Breakup Fee in excess of $42,004,166 or (iii) BofA Strategic be responsible for an amount payable under the Breakup Fee in excess of $48,302.” (c) For the avoidance of doubt, under no circumstances shall the Breakup Fee and the Buyer Liquidated Damages Amount both be payable. (d) Concurrently with the execution and delivery of the Other Interest Purchase Agreement, the Barclays Guarantor will execute and deliver a Guarantee, in substantially the same form as the Guarantee relating to the Interest Purchase Agreement, under which the Note Trustee has no personal liability, exercisable by Guaranteed Obligations will be the Post-Enforcement Call Option Holder (or by any designated subsidiary full and punctual payment of the PostBreak-Enforcement Call Option Holder, to be designated by notice from up Amount (as described in the Post-Enforcement Call Option Holder preceding paragraph) relating to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented Other Interests owned by Individual Note Certificates as at the Option Exercise Date)Barclays. 2.3 (e) The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) Expiration Date with respect to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer NotesOther Interest Purchase Agreement will be June 2, 2012.

Option. 2.1 In the event that (a) the Current Issuer Security is enforced and, after payment of all other claims ranking in priority Grantors hereby grant to the Current Issuer Notes under Administrative Agent, for the Current Issuer Deed benefit of Chargethe Lenders, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at require that HIC and any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes other Acquiring Entity enter into a GSA (as defined below) outstanding as at on the Option Exercise Dateterms described herein with respect to any Future Acquisition. The Grantors shall not consummate, together with accrued interest thereon and shall not permit any of their respective Subsidiaries (including any Acquiring Entity) to consummate, a Future Acquisition unless, no later than ten (10) Business Days prior to the date that a Future Acquisition is to be consummated, the Grantors provide a written notice (a "Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated SubsidiaryFuture Acquisition Notice") to the Note Trustee Administrative Agent that a Future Acquisition is occurring, which Future Acquisition Notice will be accompanied by a summary of such Future Acquisition. The Grantors will provide any additional information regarding the Future Acquisition as reasonably requested by the Administrative Agent. If the Administrative Agent elects to exercise the Option by delivering written notice of such exercise to the Grantors or the Borrower Agent at any time, the Grantors will cause the Acquiring Entity and, in the case of the first Future Acquisition occurring after the date hereof, HIC (to the extent HIC is not the Acquiring Entity) to promptly enter into a guaranty and security agreement (the "GSA") pursuant to which the Acquiring Entity and, in the case of the first Future Acquisition occurring after the date hereof, HIC (to the extent HIC is not the Acquiring Entity) guarantees the Obligations of Holdings and the Noteholders in accordance with Condition 14 Borrowers under the Credit Agreement and the other Loan Documents and grants a pledge of all of the Current Issuer Notes.Equity Interests of the Acquired Entity and, in the event that Acquiring Entity is not HIC, the Equity Interests of the Acquiring Entity to secure such guaranty on the terms described below: (a) The Acquiring Entity and, in the case of the first Future Acquisition occurring after the date hereof, HIC (to the extent HIC is not the Acquiring Entity) shall guaranty the payment and performance of the Obligations under the Credit Agreement and the other Loan Documents; (b) Except as otherwise described in this Section 1, the GSA shall contain terms and conditions substantially consistent with the terms and conditions of the Guaranty in the form attached as Exhibit B to the Credit Agreement; (c) The Acquiring Entity and HIC, as applicable, shall make representations and warranties limited to existence and good standing, due authorization, no conflict with organizational documents, applicable law and material contracts, enforceability, governmental authorizations, grant and perfection of security interests, ownership of pledged Equity Interests, sanctions and prohibited persons (including representations related to the Trading with the Enemy Act, the Patriot Act, foreign assets control regulations and other federal or state laws relating to "know your customer" and anti-money laundering rules and regulations substantially similar to the representations set forth in Sections 4.27 and 4.28 of the Credit Agreement), but will not include representations with respect to the Acquired Entity (other than with respect to the pledged Equity Interests and customary representations related to the Trading with the Enemy Act, the Patriot Act, foreign assets control regulations and other federal or state laws relating to "know your customer" and anti-money laundering rules and regulations substantially similar to the representations set forth in Sections 4.27 and 4.28 of the Credit Agreement); (d) Covenants will be limited to certain notice provisions and further assurances with respect to the collateral granted in the GSA and the following with respect to the Acquired Entity: (i) neither the Acquired Entity nor any of its Subsidiaries will be permitted to incur any Indebtedness or Liens to the extent that the Loan To Value Ratio as of the date of the incurrence of such Indebtedness or Liens (after giving effect to such incurrence) exceeds 50%; provided, that, neither the Acquired Entity nor any of its Subsidiaries will be permitted to incur any Indebtedness or Liens at any time after the 180th day following the closing date of the applicable Future Acquisition in respect of such Acquired Entity unless, in addition to satisfying the 50% Loan To Value Ratio required set forth above, HIC or the Acquiring Entity, as applicable, shall, prior to the incurrence of such Indebtedness or Liens, have obtained and delivered to the Administrative Agent a Subsequent Valuation Report with respect to such Acquired Entity dated no earlier than one year prior to the date of such incurrence, (ii) with respect to any Future Acquisition, (x) on or prior to the 180th day following the consummation of such Future Acquisition, the Grantors shall obtain and deliver to the Administrative Agent a Subsequent Valuation Report with respect to the applicable Acquired Entity, and (y) following the delivery of the initial Subsequent Valuation Report with respect to the applicable Acquired Entity pursuant to clause (x) above, on or prior to the first anniversary of the most recently delivered Subsequent Valuation Report with respect to the applicable Acquired Entity, the Grantors shall obtain and deliver to the Administrative Agent a new updated Subsequent Valuation Report with respect to the applicable Acquired Entity, (iii) none of the Acquiring Entity, the Acquired Entity, HIC or their respective Subsidiaries will be permitted to sell all or substantially all of the Equity Interests or assets of the of the Acquired Entity without the consent of Administrative Agent, which shall not be unreasonably withheld, conditioned or delayed, and (iv) the Acquiring Entity will provide customary quarterly and annual financial information with respect to the Acquiring Entity and its Subsidiaries to Administrative Agent, and such other information as reasonably requested by the Administrative Agent;

Option. 2.1 In Provided no Event of Default exists and Tenant or its ------ Permitted Transferees are occupying the event that entire Premises when Tenant delivers such notice, Tenant may renew this Lease as to all of the then-leased Premises for two additional period of five years each on the same terms provided in this Lease (except as set forth below). On or before the commencement date of the extended Term in question, Landlord and Tenant shall execute an amendment to this Lease extending the Term on the same terms provided in this Lease, except as follows: (a) The Base Rent payable for each month during the Current Issuer Security extended Term in question shall be the Fair Market Rental Rate determined in accordance with paragraph 2 below; (b) Tenant shall have no further renewal options unless expressly granted by Landlord in writing (other than those that have not been exercised hereunder); and (c) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. Tenant's rights under this Exhibit shall terminate if (1) this Lease expires or is enforced andcancelled or, after payment because of all other claims ranking in priority an Event of Default, this Lease or Tenant's right to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect possession of the Current Issuer Notes and all other claims ranking pari passu therewithPremises is terminated, or (b2) within 20 days following the Final Maturity Date Tenant fails timely to exercise its option under this Exhibit, time being of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding essence with respect to Tenant's exercise thereof. Tenant's rights under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates this Exhibit are personal to Tenant and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall may only be exercised by Tenant or a Permitted Transferee which is occupying the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from entire Premises at the Post-Enforcement Call Option Holder (or time the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notesoption provided herein is exercised.

Option. 2.1 IAHC hereby grants to Spectral and Spectral hereby accepts an option to purchase an undivided 65% interest in the Mineral Properties, exercisable when IAHC has successfully caused the Mining Contract to be successfully transferred to a newly formed Special Purpose Vehicle (“SPV”), consisting of a Kazakh Joint Stock Company with 65% of the SPV being owned by a Kazakh entity whose ownership will be transferred 100% to Spectral at the point of exercise. IAHC shall notify Spectral that the Option is exercisable in writing. IAHC must provided such a notice within 24 months of the date hereof, or this Agreement shall be cancelled and of no further force and effect and the 1,000,000 shares in payment of the option, as listed in Section 5 hereof shall be returned from Escrow, as defined below, to Spectral. Furthermore, IAHC shall pay the penalty/indemnity listed in Section 5 hereof, in the event that it is unable to deliver the Option by the date specified herein. In the event that (a) IAHC provides notice that the Current Issuer Security option is enforced andexercisable, after Spectral must, within 120 days thereof, provide a written notice to IAHC of exercise. If IAHC properly provides such notice that the option is exercisable and if Spectral wishes to exercise such an option and take delivery of its shares in the SPV, Spectral must demonstrate either sufficient assets or a third party financing commitment in an aggregate amount of at least $20,000,000, to begin development on the property. Should IAHC be able to verify proper title and exercisability of the option hereunder, it shall be entitled to a release of the escrow shares immediately and should Spectral fail to exercise the option hereunder or fail to provide sufficient proof of financing as required hereunder, IAHC may cancel the option and this agreement and retain the payment in Section 5, which shall be immediately released from escrow. Furthermore, if Spectral successfully exercises the Option, it must still provide the required project funding for up to $200,000,000, at an interest rate of no more than 10%, either financed directly by Spectral or through a third party. This commitment shall expire on the fifth anniversary of the exercise of the option. In the event that Spectral shall fail to provide all other claims ranking such required financing and IAHC shall secure such financing form a third party, Spectral’s ownership shall be reduced proportionately in priority the SPV. For example, if Spectral shall only provide $90,000,000 of $150,000,000 required for the property and IAHC shall provide third party financing for the remaining $60,000,000, Spectral shall lose 40% of its 65% interest in the SPV. This reduction shall only occur up to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent maximum financing amount of Notes in $200,000,000. Such third party financing provided by IAHC must also be at an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelledinterest rate of 10% or less. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 (A) In the event that (a) the Current Issuer Security is enforced and, after consideration of a payment of all other claims ranking in priority EURO1 by Trief to Tewina (the Current Issuer Notes under sufficiency and receipt of which is hereby acknowledged by Tewina), Tewina grants to Trief the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient right (each an "OPTION") to pay in full all principal and interest and other amounts whatsoever due serve on Tewina an Option Notice in respect of the Current Issuer Notes and all other claims ranking pari passu therewitheach Option Period requiring Tewina to sell to Trief or its nominee (as Trief shall designate in writing) all, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) , of the Relevant Notes (as defined below) outstanding as at Option Shares for that Option Period in accordance with the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes provisions of this DeedAgreement. Upon service of an Option Notice Tewina shall be bound to sell the relevant Option Shares to Trief in accordance with the terms of this Agreement. Once served, all an Option Notice may only be revoked by Trief (provided that it has received the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Dateprior written consent of Tewina). 2.3 The (B) An Option Notice may be served by Trief at any time during the Option Period. (C) Any Option Notice (i) may only be served by fax or in writing and delivered in personor by courier on a Business Day during the Option Period; (ii) must be served at or prior to 16h00 London time for it to be effective on that Business Day. Any Option Notice served after such time will be deemed to have been served on the immediately following Business Day and will therefore take effect on that following Business Day; (iii) shall be exercised substantially in the form set out in Schedule 1. (D) It is hereby agreed that the maximum number of Shares that Tewina (or, to the extent relevant, its authorised assignee) can be obliged to deliver under the Put Option Agreement and the Call Option Agreements will not exceed 11,000,000 Shares in aggregate. Therefore, the number of Shares that Tewina (or, to the extent relevant, its authorised assignee) may be obliged to deliver under the Call Agreements will be reduced by the Post-Enforcement Call Option Holder number of Shares that Tewina (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) or, to the Note Trustee and extent relevant, its authorised assignee) may have elected to deliver under the Noteholders Put Agreement provided that if there is a default in accordance with Condition 14 delivering any Shares under the Put Agreement the number of Shares that can be called for under the Current Issuer NotesCall Agreements will be retroactively adjusted to take account of such default (subject always to the 11,000,000 Share cap as noted above).

Option. 2.1 In Landlord hereby grants to Tenant a right of first refusal to purchase the event that Demised Premises pursuant to and on the terms set forth as follows: 5.1 If Landlord receives a bona fide offer from a third party to buy the Demised Premises and Landlord desires to accept the offer, Landlord will first make a written offer to sell the Demised Premises to Tenant (athe "Offer Notice") on the Current Issuer Security is enforced andsame terms as the third party offer (which Offer Notice shall include a copy of the third party offer, if such offer was made in writing, or otherwise shall include detailed description of the terms of the offer.) Tenant will have thirty (30) days after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds receipt of such enforcement are insufficient Offer Notice within which to pay accept such offer by written notice to Landlord. If Tenant accepts such offer as set forth in full all principal and interest and other amounts whatsoever due the Offer Notice, Tenant shall be obligated to purchase the Demised Premises in respect accordance with terms of the Current Issuer Notes and all other claims ranking pari passu therewithoffer. If Tenant fails to accept such offer within the time period provided for acceptance by Tenant, or (b) Landlord shall thereafter be free to sell the Demised Premises to any party within 20 days following the Final Maturity Date one year of the latest maturing NotesOffer Notice, to any person or entity, provided the Note Trustee certifies that there purchase price accepted from such third party is no further amount outstanding under not less than the Current Issuer Intercompany Loan, then all interests in purchase price at which the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grantsDemised Premises were offered to Tenant, and the Current Issuer hereby acknowledgesterms other than the purchase price are not materially more favorable to a buyer than the terms offered to Tenant. 5.2 Notwithstanding anything to the contrary set forth herein, an option (Tenant shall have no right to exercise its right of first refusal if Tenant is in default under this Lease beyond any notice and cure period provided herein. 5.3 Tenant shall not have a right of first refusal to purchase the "Option")Demised Premises in the event of a foreclosure sale by, under which or a conveyance in lieu of foreclosure to, any mortgagee having a lien upon the Note Trustee has no personal liabilityDemised Premises, exercisable but Tenant shall have the right to bid at any foreclosure sale. 5.4 If Tenant declines to exercise this right of first refusal and Landlord thereafter sells the Demised Premises as permitted by the Post-Enforcement Call Option Holder (or by any designated subsidiary Section 5.1, Tenant's right of first refusal shall terminate effective upon such sale of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date)Demised Premises. 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In the event that (a) the Current Issuer Security is enforced andand the Issuer Security Trustee determines that (i) the proceeds of such enforcement, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of ChargeCharge and to the Noteholders (to the extent entitled thereto), the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, (ii) all such proceeds of enforcement have been distributed in accordance with the terms of the Issuer Deed of Charge and (iii) there are no further assets available to pay principal and interest and other amounts whatsoever due in respect of the Issuer Notes, or (b) within 20 days following the Final Maturity Date of the latest maturing Issuer Notes, the Note Issuer Security Trustee certifies that there is no further amount outstanding under the Current Issuer Global Intercompany LoanLoan Agreement, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Issuer Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Master Issuer hereby acknowledges, an option (the "Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary")) permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In the event that (a) the Current Eighth Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Class B Eighth Issuer Notes or the Class C Eighth Issuer Notes (as the case may be) under the Current Eighth Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Class B Eighth Issuer Notes or the Class C Eighth Issuer Notes (as the case may be) and all other claims ranking pari passu therewith, then the Class B Eighth Issuer Noteholders or the Class C Eighth Issuer Noteholders (bas the case may be) within 20 days following shall, upon the Final Maturity Date Eighth Issuer Security having been enforced and realised to the maximum possible extent as certified by the Security Trustee, be forthwith entitled to their respective shares of such remaining proceeds (as determined in accordance with the provisions of the latest maturing Notes, Eighth Issuer Deed of Charge) and the Note Trustee certifies that there date upon which payment to each Class B Eighth Issuer Noteholder or Class C Eighth Issuer Noteholder (as the case may be) is no further amount outstanding under made shall be called the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelledOPTION EXERCISE DATE. 2.2 In connection with the issuance of the Current Issuer Notes, the The Note Trustee hereby grants, and the Current Eighth Issuer hereby acknowledges, an option (the "Option"OPTION), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee and the Security Trustee at the discretion of the Post-Enforcement Call Option Holder (the "Designated Subsidiary"DESIGNATED SUBSIDIARY)) permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiary) to acquire at any time on or after the Option Exercise Date all (but not some only) of the Relevant Eighth Issuer Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" RELEVANT EIGHTH ISSUER NOTES being for the purposes of this DeedAgreement, all the Current Class B EIGHTH Issuer Notes represented by Individual Note Certificates as at and all the Option Exercise DateClass C Eighth Issuer Notes). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any the Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee, the Security Trustee and the Eighth Issuer Noteholders in accordance with Condition 14 15. 2.4 The Post-Enforcement Call Option Holder (or the Designated Subsidiary) hereby undertakes the Eighth Issuer that following the exercise of the Current Issuer NotesOption it will not release the debt, or write down the debt created by the Option.

Option. 2.1 In For the event that (a) period commencing after the Current Issuer Security Closing Time through and including the date which is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect six-month anniversary of the Current Issuer Notes and all other claims ranking pari passu therewith, or Closing Date (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount the Purchaser shall have the right, exercisable by written notice to the Vendors, together with a deposit made payable to the Vendor of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes$55,000, (collectively, the Note Trustee hereby grants"Option Notice") to acquire the Additional Lands for a purchase price of $210,000.00, and in addition to HST, subject to the Current Issuer hereby acknowledges, an option usual adjustments allocated amongst the Additional Lands as set forth in Schedule 2.4 (the "Option"), under which . In connection therewith: (a) the Note Trustee has no personal liability, exercisable by Vendors covenant and agree not to take any action that would cause the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holderrepresentations in Article IV, to be designated by notice from the Post-Enforcement Call Option Holder incorrect or incomplete, when applied to the Note Trustee at Additional Lands or the discretion transfer of same on the exercise of the Post-Enforcement Call Option Holder Option, or for any Encumbrances (the "Designated Subsidiary") permitting the Post-Enforcement Call Option Holder (or any Designated Subsidiaryother than Permitted Encumbrances) to acquire at encumber the Additional Lands on closing of any time exercise of the Option; (b) the Vendors acknowledge and agree to provide such documentation on Closing as may be required to register notice of the Option on title to the Additional Lands, in form and substance acceptable to the Purchaser and the Vendor, acting reasonably; (c) the Parties agree to take all such steps and do all such things as are reasonably required to convey the Additional Lands to the Purchaser upon the due exercise of the Option on the date which is fifteen (15) Business Days following the exercise of the Option or such other date as the Parties agree in writing (for greater certainty, the closing of the Option may take place after the Option Exercise Date all Date, so long as the Option Notice is delivered prior to the Option Date); (but not some onlyd) save and except for the representations and warranties contained in Section 4.7 of this Agreement, which relate to the Additional Lands, the Purchaser will accept the Additional Lands on an "as is where is" condition, without warranty or representation from the Vendors, subject to the same indemnity obligations described in Section 6.3 of this Agreement; and (e) the Purchaser shall permit the Vendor to access and enter the Additional Lands on an unrestricted basis and to extract, process and sell gravel situated on the Additional Lands for a period of one (1) year following the closing of the Relevant Notes (as defined below) outstanding as at the Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date)Option. 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders in accordance with Condition 14 of the Current Issuer Notes.

Option. 2.1 In the event that (a) Tenant shall have the Current Issuer Security is enforced and, after payment of all other claims ranking in priority to the Current Issuer Notes under the Current Issuer Deed of Charge, the remaining proceeds of such enforcement are insufficient to pay in full all principal and interest and other amounts whatsoever due in respect of the Current Issuer Notes and all other claims ranking pari passu therewith, or (b) within 20 days following the Final Maturity Date of the latest maturing Notes, the Note Trustee certifies that there is no further amount outstanding under the Current Issuer Intercompany Loan, then all interests in the Global Note Certificates will be automatically exchanged (such date of exchange being the "Option Exercise Date") for equivalent interests in an equivalent amount of Notes in an equivalent Principal Amount Outstanding represented by Individual Note Certificates and such Global Note Certificates will be cancelled. 2.2 In connection with the issuance of the Current Issuer Notes, the Note Trustee hereby grants, and the Current Issuer hereby acknowledges, an option (the "Additional Space Option"), under which the Note Trustee has no personal liability, exercisable by the Post-Enforcement Call Option Holder (or by any designated subsidiary of the Post-Enforcement Call Option Holder, ) to be designated by notice from the Post-Enforcement Call Option Holder to the Note Trustee at the discretion of the Post-Enforcement Call Option Holder lease an Additional Space for a term (the "Designated SubsidiaryAdditional Space Term") permitting commencing on the Postapplicable Additional Space Commencement Date and expiring on the New Expiration Date (i.e., March 31, 2021), as such date may be extended pursuant to Article 50 hereof), by giving notice thereof (the "Additional Space Notice") to Landlord on or prior to the three hundred sixty-Enforcement Call Option Holder fifth (365th) day before the Scheduled Post Expiration Commencement Date for the applicable Additional Space; provided, however, if Landlord shall give an Acceleration Notice with respect thereto, then ten (10) business days after the date on which Landlord gives such Acceleration Notice. Time shall be of the essence as to the date by which Tenant must give the Additional Space Notice to Landlord to exercise the Additional Space Option. If Tenant does not give the Additional Space Notice to Landlord on or prior to the aforesaid dates, then Landlord shall thereafter have the right to lease the applicable Additional Space (or any Designated Subsidiarypart thereof) to acquire at any time other person or entity on or after terms acceptable to Landlord in Landlord's sole discretion without being required to make any other offer to Tenant regarding the Option Exercise Date all applicable Additional Space under this Article 49; (but subject to Section 49.02(b) hereof); provided, however, if by the last day on which Tenant is entitled to give such Additional Space Notice, Tenant does not some onlygive an Additional Space Notice to Landlord with respect to the entire 43rd Floor Expansion Space and Landlord thereafter leases a portion thereof to another Person, then prior to Landlord leasing the balance thereof to another Person, Landlord shall give Tenant a notice (the "Balance Notice") describing the particular portion of the Relevant Notes (as defined below) outstanding as at 43rd Floor Expansion Space that is available for leasing and the Scheduled Additional Space Commencement Date with respect thereto, Tenant shall have the Additional Space Option Exercise Date, together with accrued interest thereon ("Relevant Notes" being to lease the Additional Space described in the Balance Notice for the purposes of this Deed, all the Current Issuer Notes represented by Individual Note Certificates as at the Option Exercise Date). 2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder (or any Designated Subsidiary) by notice from the Post-Enforcement Call Option Holder (or the Designated Subsidiary) to the Note Trustee and the Noteholders Additional Space Term in accordance with Condition 14 the term of this Article 49, by giving an Additional Space Notice to Landlord within five (5) Business Days after Landlord gives the Balance Notice. Tenant shall not have the right to revoke an Additional Space Notice given to Landlord pursuant to this Article 49; provided, however, that if (x) Tenant exercises the Additional Space Option for a particular Additional Space, and (y) Landlord subsequently exercises Landlord's rights under Section 49.01(i) hereof to accelerate the Scheduled Additional Space Commencement Date for such Additional Space, then Tenant shall have the right to revoke Tenant's exercise of the Current Issuer NotesAdditional Space Option for such Additional Space by giving notice thereof to Landlord on or prior to the fifteenth (15th) day after the date that Landlord gives Tenant notice of such acceleration of the Scheduled Additional Space Commencement Date for such Additional Space. Tenant shall not have the right to exercise the Additional Space Option for only a portion of the applicable Additional Space. (b) Notwithstanding the foregoing to the contrary, if Tenant fails to exercise its rights as set forth herein to lease any Additional Space, then following the initial leasing thereof following such failure. Tenant shall have the rights set forth in this Article 49 with respect to such Additional Space but subject to the limitations set in this Article 49. Promptly following the consummation of such initial leasing, following such failure to exercise, Landlord shall send Tenant a notice setting forth the Scheduled Post Expiration Commencement Date with respect thereto.