Common use of Purchase Option Clause in Contracts

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B A Member (or any Affiliate of a Class B Member designated by it) shall have the right, at any time within one hundred eighty but not the obligation (180) days after the Flip “Purchase Option”), on the eleventh anniversary of the Initial Funding Date (the “Purchase Option Date”), upon giving the Company and all other Members 60 days’ written notice, to acquire purchase all (but not less than all) of the outstanding Class A Membership B Interests (the “Purchase Option”), upon giving from all of the Class A Member thirty (30) calendar days’ prior written notice B Members by exercise of an election to exercise the Purchase Option (the “Purchase Option Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A B Membership Interests to the Class B A Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and an amount (iipayable in United States dollars) $***equal to the Purchase Option Price. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar 60 days after the applicable Purchase Option Exercise Notice is given or (ii) such later date as may be required to obtain either a determination of the Purchase Option Price or any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commissionapplicable Legal Requirements. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i1) the each Class B A Member which has given a Purchase Option Exercise Notice shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member B Members may designate in a written notice to the Company and Class B Member A Members no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option) an amount equal to the Purchase Option Price (determined in accordance with Section 9.7(b)), and (ii2) the each Class A B Member shall take the following actions: (Ai) the such Class A B Member shall Transfer to the applicable Class B Member, A Member all right, title and interest in and to the Class A B Membership Interests, free and clear of all Liens Encumbrances other than Permitted Encumbrances; (Bii) the such Class A B Member shall be deemed required to have made make the representations on Schedule 9 attached hereto to such the applicable Class B A Member and the Company; and (Ciii) the such Class A B Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A B Membership Interests contemplated by this Section 9.4section. Upon the closing of such Transfer, (1) all of such Class A B Member’s obligations and liabilities associated with the Class A B Membership Interests that which are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the such Class A B Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A B Membership Interests that which are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A B Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member (or any Affiliate Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of a Class B Member designated by it) this Section 22.3, Lessee shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests (the “Purchase Option”)right and, upon the giving the Class A Member thirty (30) calendar days’ prior written of such notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revokedunder this Section 22.3, the Class B Member shall reimburse the Class A Member for obligation to purchase all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests Units at a price equal to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: greater of (i) the fair market value Fair Market Sales Value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), such Units and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised19,009,158.95, at the closing expiration of the TransferBasic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer so that, after receipt and application of immediately available United States dollars to all such United States bank accounts payments, but so long as the Class A Member may designate Policy remains in a effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice to the Class B Member no later not less than five (5) Business Days 360 days and not more than 720 days prior to the closing date end of the 44 Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the Transfer pursuant purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the Class A Membership Interests, free and clear absence of all Liens Lessor's Liens. Lessor shall not be required to make any other than Permitted Encumbrances; (B) representation or warranty as to the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing condition of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a MemberUnits or any other matters, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of may specifically disclaim any such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer representations or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***warranties. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member Lessee may, at its option and upon written notice to Lessor as hereinafter provided, (or any Affiliate i) so long as no Specified Default (other than an Event of a Class B Member designated by itDefault described in Section 17.01(m) of the Lease) shall have occurred and be continuing, purchase the rightAircraft at the Purchase Price on the date that is the fourteenth anniversary of the Delivery Date (the "EARLY PURCHASE DATE") (such purchase option, at the "EARLY PURCHASE Option"), or (ii) so long as no Event of Default described in Section 17.02 (g), (h) and (i) shall have occurred and be continuing, on the Expiration Date (the "EXPIRY DATE") (such purchase option, the "FMV OPTION," and the Early Purchase Option and FMV Option each being herein referred to as a "LESSEE PURCHASE OPTION"). (b) In the event Lessee intends to exercise the Early Purchase Option on the Early Purchase Date, Lessee shall give irrevocable written notice to Lessor stating that it intends to so exercise the Early Purchase Option, which notice shall be delivered to Lessor not less than one hundred twenty (120) days nor more than three hundred sixty-five (365) days prior to the Early Purchase Date and shall set forth a reasonably detailed calculation of the amounts that will be due on the Early Purchase Date, PROVIDED that if Lessee fails to to deliver such notice not less than one hundred twenty (120) days prior to the Early Purchase Date, Lessee shall be deemed to have waived its right to exercise the Early Purchase Option. (c) In the event Lessee intends to exercise the FMV Option , Lessee shall give written notice to Lessor of its intent to exercise its FMV Option on the Expiry Date, which notice shall be delivered to Lessor not less than two hundred ten (210) days prior to the Expiry Date, PROVIDED that if Lessee fails to ------- * Confidential deliver such notice not less than two hundred ten (210) days prior to the Expiry Date, Lessee shall be deemed to have waived its right to exercise the FMV Option. (d) After providing notice of its exercise of a Lessee Purchase Option, whether or not any time within purchase is consummated pursuant to a Purchase Option, Lessee shall pay all the out-of-pocket expenses of Lessor (including, but not limited to, reasonable legal fees) relating thereto or incurred in connection therewith, PROVIDED that, if Lessee revokes the exercise of its FMV Option as provided in Section 3(f) or such exercise is revoked as provided in Section 3(e), such costs shall be limited to appraisal costs and shall be paid as provided in the definition of the Appraisal Procedure or the RVG Appraisal Procedure, as applicable. (e) If (i) the Lessee has timely given the notice described in Section 3(c) that it is exercising the FMV Purchase Option, and (ii), the Beneficiary delivers notice to Lessee (such notice, a "RESIDUAL NOTICE") not less than one hundred eighty (180) days after prior to the Flip DateExpiry Date that Beneficiary has notified or is notifying the Manufacturer that it is demanding payment under the Residual Value Guarantee, to acquire all (but not less than all) the Fair Market Sales Value of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may Aircraft shall be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member determined pursuant to the Purchase Option during the period referred to RVG Appraisal Procedure in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: Exhibit D-2. If (i) the fair market value Lessee has timely given the notice described in Section 3(c) that it is exercising the FMV Purchase Option and (ii) the Beneficiary does not so deliver a Residual Notice, the Fair Market Sales Value of the Class A Membership Interests as Aircraft shall be determined in accordance with the Appraisal Procedure in this Exhibit A-2. The Manufacturer shall have the right to notify Lessee and Beneficiary within 30 days after the determination of Fair Market Sales Value in accordance with the RVG Appraisal Procedure whether it will exercise its purchase option under the Residual Value Guarantee, in which case Lessee's exercise of the Flip Date as agreed FMV Purchase Option shall be revoked and cancelled. (f) Unless the Lessee's purchase option is revoked under the preceding clause (e) by the Class A Member and Manufacturer's exercise of its purchase option under the Class B Member orResidual Value Guarantee, if they are unable Lessee shall have the option of revoking its exercise of the FMV Purchase Option within forty-five (45) days after the determination of Fair Market Sales Value pursuant to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser Appraisal Procedure or within fifteen (15) daysdays following the determination of Fair Market Sales Value pursuant to the RVG Appraisal Procedure, by appraisal but in accordance with either case not later than 105 days prior to the Appraisal Method, which shall be final and binding on all Members), and (ii) $***end of the Basic Term. (g) Upon the date specified by Lessee in the notice referred to in paragraph (b) or (c) If of this Section 3, as applicable (and subject to revocation of the FMV Purchase Option is exercisedas provided in Section 3(e) or Section 3(f)), the closing of such Transfer Lessee shall occur on the Business Day that is (i) sixty (60) calendar days after pay the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request Purchase Price for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, Aircraft at the closing Payment Location and in the manner set forth in Section 4.02 of the TransferLease, together with (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer amount of immediately available United States dollars to Basic Rent, if any, then due and unpaid on such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and PLUS (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Memberamount of deferred Basic Rent, all rightif any, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing as of such Transferdate as set forth in the column headed "Deferred Basic Rent" in Schedule SLV, MINUS (1iii) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of prepaid Basic Rent, if any, as of such date as set forth in the column headed "Prepaid Basic Rent" in Schedule SLV, PLUS (iv) any sales, use, realty transfer or similar Taxes payable in connection with Supplemental Rent unpaid as of such Transfer; provided, however, that the obligation date. Upon receipt by Lessor of the Class B Member amounts described in the preceding sentence, Lessor will transfer the Aircraft to pay Lessee on an "as is, where is" basis and without any representation or warranty except that it is transferring to Lessee title, free of Lessor's Liens, but subject to Liens arising by or through Lessee, and will, at Lessee's sole cost and expense, execute and deliver a xxxx of sale evidencing the same and such expenses pursuant other instruments as Lessee may reasonably request to evidence such transfer and the release of the Aircraft from the terms of this sentence shall not exceed $***Lease. (eh) The Class B Member may transfer its rights set forth in this Section 9.4 Upon delivery by the Lessor of the Aircraft and payment by the Lessee of all amounts payable by the Lessee under paragraph (g) above, the obligations of the Lessee to any pay Rent (except for Supplemental Rent obligations surviving pursuant to Articles XIV and XV of its Affiliatesthe Lease or the Tax Indemnity Agreement or which have otherwise accrued but not been paid as of the Early Purchase Date or the Expiry Date) shall cease and the Term shall end.

Purchase Option. (a) The Class B Member (In the event that on or prior to the fourth anniversary of the Closing Date, any Management Shareholder shall cease to be employed by the Company or any Affiliate of its Subsidiaries for any reason (including, but not limited to, death, disability, retirement at age 65 or more under the Company’s or of its Subsidiaries’ normal retirement policies, resignation or termination by the Company or any of its Subsidiaries, as the case may be, with or without Cause), not including a Class B Member designated leave of absence approved by it) the Company, such Management Shareholder shall give prompt notice to the Company of such termination (except in the case of termination by the Company), and the Company, and/or, if approved by the Board, the Company’s designee, shall have the right, right and option at any time within one hundred eighty (180) 90 days after the Flip later of the effective date of such termination of employment (the “Termination Date”) or the date of the Company’s receipt of the aforesaid notice, (which 90-day period shall be extended if such transaction is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days), to acquire purchase from such Management Shareholder, any or all (but not less than all) of the Class A Membership Interests Unvested Incentive Shares then owned by such Management Shareholder (and his or her Permitted Transferees) at a purchase price equal to the Option Purchase Price (as defined below). The Company shall give notice to the terminated Management Shareholder of its intention (or the intention of its designee, as applicable) to purchase Unvested Incentive Shares at any time not later than 90 days after the Termination Date (which 90-day period shall be extended if such transaction is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days). The right of the Company (or its designee, as applicable) set forth in this Section 4.04 to purchase a terminated Management Shareholder’s Unvested Incentive Shares (and the Unvested Incentive Shares of the persons or entities deemed to be included in the definition of such Management Shareholder pursuant to this Agreement) is hereinafter referred to as the “Purchase Option.”), upon giving the Class A Member thirty (30b) calendar days’ prior written notice of an election to exercise the The Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may shall be revoked by the Class B Member exercised by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all terminated Management Shareholder signed by an officer of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer Company on behalf of the Class A Membership Interests Company. Such notice shall set forth the number of Unvested Incentive Shares desired to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value purchased and shall set forth a time and place of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, closing which shall be final no earlier than 10 days and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar no later than 60 days after the applicable Exercise Notice date such notice is given sent. At such closing, the seller shall deliver the certificates evidencing the number of Unvested Incentive Shares to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or (ii) duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its designee good title to such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars Unvested Incentive Shares to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interestsbe transferred, free and clear of all Liens pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than Permitted Encumbrances; (B) those imposed under this Agreement, and concurrently with such delivery, the Class A Member Company and/or its designee shall be deemed deliver to have made the representations on Schedule 9 attached hereto to such Class B Member and seller the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer full amount of the Class A Membership Interests contemplated Option Purchase Price for such Securities in cash by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Membercertified or bank cashier’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***check. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) Company shall have the rightright and option (the "Purchase Option") to purchase from the registered holders thereof, at a per share purchase price equal to the Purchase Price applicable upon the issuance thereof (the "Option Price"), some or all of any time within one hundred eighty Warrant Shares then issued upon the exercise of this Warrant (180the "Purchase Shares") days after in the Flip Date, to acquire all (but not less than all) event of the Class A Membership Interests following: (i) the “Purchase Option”occurrence on or prior to December 31, 1999 of a Section 4.4 Event (as defined in the Agreement), upon giving provided, that, the Class A Member thirty Purchase -------- ---- Option may then be exercised only if, and to the extent that, the sum of the total number of Purchase Price Shares and Warrant Shares then issued is greater than 100,000 (30as adjusted pursuant to Section 2 of this Warrant); (ii) calendar days’ prior written notice the Agreement is terminated on December 31, 1999 pursuant to Section 3.2 of an election to exercise the Agreement by the AtHand Members for their own convenience, provided, that, the Purchase Option (the “Exercise Notice”). Any Exercise Noticemay then be exercised only if, if given, may be revoked by the Class B Member by written notice and to the Class A Member at any time; provided that if the Exercise Notice is so revoked-------- ---- extent that, the Class B Member shall reimburse the Class A Member for all sum of the Class A Member’s incurred costs total number of Purchase Price Shares and expenses Warrant Shares then issued is greater than 233,750 (including as adjusted pursuant to Section 2 of this Warrant); or (iii) the costs occurrence subsequent to December 31, 1999, but not subsequent to October 31, 2000, of any appraisal referred a Section 4.4 Event, provided, that, the -------- ---- Purchase Option may then be exercised only if, and to in the extent that, the sum of the total number of Purchase Price Shares and Warrant Shares then issued is greater than 233,750 (as adjusted pursuant to Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto2 of this Warrant). (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to Company may exercise the Purchase Option during by delivering or mailing to the period referred to in Section 9.4(aregistered holder(s) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as Purchase Shares a written notice of exercise of the Flip Date as agreed by Purchase Option (the Class A Member and "Purchase Notice") within 60 days of the Class B Member or, if they are unable commencement of such Purchase Option. Such Purchase Notice shall specify the number of Purchase Shares to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***purchased. (c) If Within 10 days after delivery of the Purchase Notice to the registered holders of the Purchase Shares, such registered holders shall tender to the Company at its principal offices the certificate or certificates representing the Purchase Shares which the Company has elected to purchase in accordance with the terms of this Section 11, duly endorsed in blank or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Purchase Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall pay to such registered holders the aggregate Purchase Price for such of the Purchase Shares held by such registered holders (provided that any delay in making such payment shall not invalidate the Company's exercise of the Purchase Option is exercised, the closing of with respect to such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the CommissionPurchase Shares). (d) If After the time at which any Purchase Option is exercisedShares are required to be delivered to the Company for transfer to the Company pursuant to Section 11(c) of this Warrant, at the closing Company shall not pay any dividend to the registered holders of such Purchase Shares on account of such Purchase Shares or permit such registered holders to exercise any of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer privileges or rights of immediately available United States dollars a stockholder with respect to such United States bank accounts Purchase Shares, but shall, in so far as permitted by law, treat the Company as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing owner of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Purchase Shares. (e) The Class B Member Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any past due amounts under the Agreement of the registered holders of such Purchase Shares to the Company, or in cash (by check) or both. (f) The Company may assign its Purchase Option to (i) an Affiliate of the Company, (ii) a surviving corporation with or into which the Company consolidates or merges or (iii) a transferee of all or substantially all of the assets of the Company. (g) In addition to the legends described in Section 4(b) of this Warrant, each certificate representing Warrant Shares shall bear a legend substantially in the following form: "The shares of stock represented by this certificate are subject to restrictions on transfer its rights and an option to purchase set forth in this Section 9.4 a certain Warrant issued by the Corporation to the registered owner of these shares (or its predecessor in interest), a copy of which Warrant is available for inspection without charge at the office of the Secretary of the Corporation. The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of its Affiliatesthe holder thereof, on or after October 31, 2000.

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Purchase Option. (a) The Class B Member (or any Affiliate Provided that Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of a Class B Member designated by it) this Section 22.3, Lessee shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests (the “Purchase Option”)right and, upon the giving the Class A Member thirty (30) calendar days’ prior written of such notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revokedunder this Section 22.3, the Class B Member shall reimburse the Class A Member for obligation to purchase all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests Units at a price equal to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: greater of (i) the fair market value Fair Market Sales Value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), such Units and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised20,007,841.00, at the closing expiration of the TransferBasic Term, or, if a Renewal Term is then in effect, at the end of such Renewal Term at a price equal to the Fair Market Sales Value of such Units, plus all other amounts due and owing by Lessee under the Operative Agreements, including, without limitation, Late Payment Interest and any unpaid Rent (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer so that, after receipt and application of immediately available United States dollars to all such United States bank accounts payments, but so long as the Class A Member may designate Policy remains in a effect without withdrawal from any Reserve Account (or the Special Reserves Account, Bolster Repair Account or Transition Expense Account, as such terms are defined in the Collateral Agency Agreement), Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all Basic Rent payments in respect of the Units, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant) and all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each case under this Lease and under each of the Other Leases). Lessee shall give Lessor written notice to the Class B Member no later not less than five (5) Business Days 360 days and not more than 720 days prior to the closing date end of the 44 Basic Term or the Renewal Term, as the case may be, of its election to exercise the purchase option provided for in this Section 22.3, which notice shall be irrevocable. Payment of the Transfer pursuant purchase price, together with all other amounts due and owing by Lessee under the Operative Agreements (including, without limitation, all then unpaid Policy Provider Amounts and, without duplication, all then unpaid Policy Provider Reimbursement Costs, in each under this Lease and under each of the Other Leases) shall be made at the place of payment specified in Section 3.5 hereof in immediately available funds against delivery of a xxxx of sale transferring and assigning to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, Lessee all right, title and interest of Lessor in and to such Units on an "as-is" "where-is" basis and containing a warranty as to the Class A Membership Interests, free and clear absence of all Liens Lessor's Liens. Lessor shall not be required to make any other than Permitted Encumbrances; (B) representation or warranty as to the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing condition of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a MemberUnits or any other matters, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of may specifically disclaim any such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer representations or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***warranties. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. Provided that the Lessee shall not have given notice of its intention to exercise the Remarketing Option, the Lessee shall have the option on any Payment Date (a) The Class B Member (or any Affiliate of a Class B Member designated by it) shall have the right, at any time within one hundred eighty (180) days after the Flip Datesecond anniversary of the Start-Up Day (exercisable by giving the Lessor irrevocable written notice (the "Purchase Notice") of the Lessee's election to exercise such option) to purchase all, to acquire all (but and not less than all) , of the Class A Membership Interests Property on the date specified in such Purchase Notice at a price equal to the Lease Balance theretofore accruing or (b) to pay the “Lessor the Equity Balance and reduce the amount of the Lease Balance by the amount paid. The Lessee shall deliver the Purchase Option”), upon giving Notice to the Class A Member Lessor not less than thirty (30) calendar days’ days prior written notice to such purchase or payment of an election the Equity Balance. If the Lessee exercises its option to exercise purchase the Property pursuant to Section 22.1(a) (the "Purchase Option"), the Lessor shall transfer to the Lessee or its designee all of the Lessor's right, title and interest in and to the Property as of the date specified in the Purchase Notice upon receipt of the Lease Balance in accordance with Section 25.1. Subject to Section 12.4 and with the consent of the Lessor the Lessee may assign the Purchase Option (the “Exercise Notice”)to any Person. Any Exercise NoticeThe Lessee may designate, if given, may be revoked by the Class B Member by written in a notice given to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later Lessor not less than five (5) Business Days prior to the closing date for of such purchase (time being of the Transfer pursuant essence), the transferee or transferees to whom the conveyance shall be made (if other than to the Purchase OptionLessee), and in which case such conveyance shall (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer subject to the Class B Member, all right, title terms and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (Bconditions set forth herein) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transferdesignee; provided, however, that the obligation such designation of the Class B Member to pay such expenses pursuant to this sentence a transferee or transferees shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 cause the Lessee to be released, fully or partially, from any of its Affiliatesobligations under this Lease, including, without limitation, the obligation to pay the Lessor the Lease Balance on the Expiration Date.

Purchase Option. (a) The Class B Member (or any Affiliate Upon the occurrence of a Class B Trigger Event by any Member designated by it) shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests (the “Purchase OptionSubject Member”), upon giving the Class A Subject Member thirty (30) calendar days’ prior written notice shall offer to sell to each other Member a number of an election to exercise the Purchase Option Equity Units (the “Exercise NoticeOffered Amount”). Any Exercise Notice) equal to: (i) (A) the aggregate number of Common Units sold, if giventransferred or disposed of after the date hereof through and including the date of the Trigger Event, may be revoked divided by the Class B Trigger Amount; multiplied by (B) 10% of the total amount of Equity Units held by the Member on the date hereof; minus (ii) the total number of Equity Units previously sold by written notice the Subject Member pursuant to the Class A Member at any time; provided that if provisions of this Section 12.5 or otherwise. In the Exercise Notice event the Offered Amount is so revokedzero, the Class B Subject Member shall reimburse not extend any offer to the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) other Members, and the reasonable legal counsel fees and disbursements) incurred by other Members shall have no right to purchase any Equity Units from the Class A Subject Member in connection with such Exercise Notice being given and pursuant to this Section 12.5 until the Class A Member’s activities related theretooccurrence of a subsequent Trigger Event. (b) The consideration for the Transfer purchase price of the Class A Membership Interests to the Class B Member each Equity Unit offered and sold pursuant to the Purchase Option during the period referred this Section 12.5 shall be equal to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed interests in ETE held by the Class A Member and the Class B Member or, if they are unable to agree, Company at such time divided by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***the aggregate number of Equity Units outstanding at such time (the “Purchase Option Price”). For purposes of this Section 12.5, the general partner interest in ETE held by the Company shall be valued based on its equivalent Common Units and such equivalent Common Units and the other Common Units held by the Company shall be valued based on the average of the reported closing prices of Common Units on the principal stock exchange on which the Common Units are then traded on each trading day during the 10 trading day period ending immediately prior to the date of the determination. (c) If Immediately upon the occurrence of a Trigger Event, the Subject Member shall give the other Members written notice (the “Purchase Option Notice”) that shall include the Offered Amount and the Purchase Option is exercised, Price. Each other Member shall have the closing right to exercise its Purchase Option and acquire its Purchase Option Portion of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions Offered Amount of this page have been omitted Equity Units pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If terms of the Purchase Option is exercisedNotice for a period of thirty (30) days (the “Purchase Option Notice Period”). If, at the closing termination of the TransferPurchase Option Notice Period, (i) the Class B any Member shall pay the consideration described in not have elected to exercise its rights under this Section 9.4(b) (by wire transfer of immediately available United States dollars to 12.5, such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall will be deemed to have made waived any and all of its rights under this Section 12.5 and such portion of the representations on Schedule 9 attached hereto to Purchasable Units not purchased by such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary be offered to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses other Members pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights the terms set forth in this Section 9.4 to any of its Affiliates12.5(c) for an additional thirty (30) day period.

Purchase Option. (a) The Class B Member (or any Affiliate of a A Members grant and convey to the Class B Member designated by itthe exclusive and irrevocable option to purchase, for a period of six months after each of (i) shall have the rightClass A Flip Point and (ii) the fifth anniversary of the Class A Flip Point, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests Units for the Purchase Price upon the terms and conditions set forth herein (the “Purchase Option”), upon giving the Class A Member thirty . (30b) calendar days’ prior written notice of an election to To exercise the Purchase Option Option, the Class B Member must deliver written notice (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by ) of the Class B exercise of the Purchase Option to the Managing Member by written notice to and the Class A Member at any time; provided that if Members, specifying the effective date of the purchase (the “Purchase Option Date”), which such Purchase Option Date shall not be earlier than 120 days after the date of such Exercise Notice. Once the Exercise Notice is so revokedhas been issued, the Purchase Option shall be irrevocable. (c) Subject to the receipt of any necessary approvals from any Governmental Authority, including, without limitation, the approval, if any, required under the HSR Act, the Class B Member A Members shall reimburse the Class A Member for convey all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests Units to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a(or its designee) on an “as is, where is” basis without representations or warranties (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value other than ownership of the Class A Membership Interests as of the Flip Date as agreed Units by the Class A Member and the Class B Member orMembers, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by that no Encumbrance exists against the Class A Member Units other than those created pursuant to this Agreement and that the sale of such Class A Units do not require any governmental approvals that have not been obtained or create any conflict with the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all MembersA Members organizational documents), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given expressed or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Lawsimplied. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at At the closing of the Transferconveyance, (i) the Class B Member shall pay expressly assume any and all liability of the consideration described in Section 9.4(b) Class A Members under this Agreement (other than any liability arising out of a breach of this Agreement by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Optionsuch conveyance), and (ii) the Class A Member shall take expressly release the following actions: (A) Company, the Class A Member shall Transfer to Facility Company, the Class B Member, all right, title the Managing Member and interest in their respective Affiliates from any liability as a result of the transactions contemplated by this Agreement and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (Biii) the Class A Member Members shall be deemed amend this Agreement to have made reflect the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer withdrawal of the Class A Membership Interests contemplated Members and the transfer of the Class A Units effective as of the Purchase Option Date. The Purchase Price of the Class A Units shall be payable by this Section 9.4. Upon wire transfer of immediately available funds at the closing of such Transfer, (1) all of such Purchase Option. The Class A Member’s obligations and liabilities Members shall allocate the Purchase Price among themselves, pro rata, based upon their relative Class A Interests. All reasonable costs associated with the purchase by a Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a B Member, including but not limited to, legal, accounting, tax preparation and (3) all the rightsaudit costs, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred be borne by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Member. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) shall have In the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: event (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member Operator intends to transfer any ownership interests in Rocky Station to a non-Affiliate, (ii) Carrier and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they Operator are unable to agree upon a single appraiser revised Origination Fee as provided in accordance with Section 3.02, or (iii) Operator elects not to renew this Agreement in accordance with Section 5.01, then Carrier shall have the option to purchase (“Purchase Option”) a fifty percent (50%) undivided interest in Rocky Station based on the then-current market price of Rocky Station. In the event of clause (i) above, Operator must provide Notice to Carrier no later than sixty (60) Days prior to the effective date of the intended transfer. If Carrier elects to exercise its Purchase Option, Carrier must notify Operator within forty-five (45) Days of (i) Carrier’s receipt of Notice of the intended transfer, (ii) the date the Parties are deemed to be unable to agree upon the Origination Fee pursuant to Section 3.02 or (iii) Operator’s election not to renew this Agreement in accordance with Section 5.01. (b) If Carrier and Operator fail to agree upon the current market price of Rocky Station within 30 Days of Operator’s receipt of Carrier’s Notice that it will exercise the Purchase Option, the Parties shall engage a Pricing Expert to serve as an expert and resolve the matter (the “Purchase Option Price Determination”). The Pricing Expert shall be engaged within fifteen (15) daysDays from the date either Party delivers Notice to the other Party of its election to invoke the Purchase Option Price Determination as set forth in this Section 5.08(b). The “Pricing Expert” shall be a Person with at least fifteen (15) years’ experience in the refined products supply and trading business who is knowledgeable about the provision of the Origination Services. Selection of the Pricing Expert shall be by mutual agreement of the Parties. (c) Within fifteen (15) Days of the engagement of the Pricing Expert, each of Carrier and Operator shall submit to the Pricing Expert its proposed current market price of Rocky Station, together with any documentation reasonably relevant to such matter (“Pricing Submission”). The Pricing Expert may pose, and shall consider each of the responses to, one set of written questions to each Party, to which such Party shall respond within ten (10) Days of receipt. Each of the Parties shall instruct the Pricing Expert to render a determination of whether the price proposed by appraisal Carrier or Operator most nearly reflects the current market price of Rocky Station based upon actual and anticipated market conditions for the time period in accordance with consideration within twenty (20) Days of the Appraisal MethodPricing Expert’s receipt of both Parties’ Pricing Submissions, which regardless of whether the Pricing Expert has posed or the Parties have responded to written questions. For the avoidance of doubt, the Pricing Expert may select either the price proposed by Carrier or Operator, but no other price. (d) The price determined by the Pricing Expert shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, Parties except to the closing of such Transfer shall occur extent based on fraud or clear deviation from the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions requirements of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Agreement. (e) The Class B Member may transfer costs of any Purchase Option Price Determination (excluding the cost of each Party’s and its rights set forth respective advisors’ own preparation for and participation in this Section 9.4 to any of its Affiliatesa Purchase Option Price Determination) shall be shared equally by Carrier and Operator.

Purchase Option. If there is (a) The Class B Member an acceleration of the First Lien Obligations in accordance with the First Lien Loan Agreement, (or any Affiliate b) an Event of Default arising from the failure of a Class B Member designated Borrower to make any payment in respect of principal, interest or fees (other than administrative agency or collateral agency fees) under the First Lien Loan Agreement that is not waived by itthe First Lien Creditors, within 45 days of its occurrence, or (c) shall have the rightcommencement of an Insolvency Proceeding (each a “Purchase Event”), at any time then Second Lien Creditors may within one hundred eighty 15 Business Days of notice from the First Lien Agent pursuant to clause (180a) days after or (b) above or within 15 Business Days of the Flip Datefirst Purchase Event to occur under clause (c) above (as the case may be, to acquire all (the “Purchase Deadline”), and not afterwards, purchase all, but not less than all) , of the Class A Membership Interests First Lien Obligations (the “Purchase OptionObligations”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise for the Purchase Option (Price. Notwithstanding anything in the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice First Lien Documents to the Class A Member at any time; provided that if the Exercise Notice is so revokedcontrary, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs no consent of any appraisal referred Obligor to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which purchase shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Lawsrequired. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, Such purchase will (1) include all principal of, and all accrued and unpaid interest, fees, and expenses in respect of, all First Lien Obligations, and all other First Lien Obligations, outstanding at the time of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closingpurchase, (2) be made pursuant to an “Assignment” (as such term is defined in the Class A Member shall have no further rights First Lien Loan Agreement, but including only those representations and warranties of the Assignor thereunder as a Memberare specified in Section 5.6), whereby the Second Lien Creditors will assume all funding commitments and Obligations of First Lien Creditors under the First Lien Documents, and (3) otherwise be subject to the terms and conditions of this Section 5. Each First Lien Creditor will retain all rights to indemnification provided in the rightsrelevant First Lien Documents for all claims and other amounts relating to facts and circumstances relating to such First Lien Creditor’s holdings of the First Lien Obligations (except to the extent such claims and other amounts were included in the Purchase Price). No amendment, obligations and liabilities associated with modification or waiver following any purchase under this Section 5 of any indemnification provisions under the Class A Membership Interests that are the subject First Lien Documents shall be effective as to any First Lien Creditor or any Affiliate or officer, director, employee or other related indemnified person of such Transfer First Lien Creditor (“Indemnified First Lien Person”) without the prior written consent of such Indemnified First Lien Person, and such indemnification provisions shall become continue in full force and effect for the rightsbenefit of the Indemnified First Lien Persons whether or not any First Lien Documents otherwise remain in effect. Notwithstanding the occurrence of a Purchase Event, obligations and liabilities the delivery of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by a Purchase Notice or the Class A Member existence or operation of the terms in connection with this Section 5, the Transfer, including reasonable attorneys’ fees and the amount of First Lien Creditors may take or refrain from taking any sales, use, realty transfer or similar Taxes payable in connection with such TransferEnforcement Action at any time; provided, howeverthat following the delivery of a Purchase Notice, that the obligation of First Lien Creditors may only take an Enforcement Action to the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights extent set forth in this Section 9.4 to any of its Affiliates5.2(b).

Purchase Option. (ai) The Class In the event that a “Purchase Option Event” (as defined in the Intercreditor Agreement) with respect to the Mortgage Loan has occurred (a “Purchase Option Event”), triggering the right of the Mezzanine A Lender to purchase the Mortgage Loan pursuant to the Intercreditor Agreement (of which event the Servicer shall be required to promptly notify each Participation Holder), each of the Participation A Holder and the Participation B Member (or any Affiliate of a Class B Member designated by it) Holder shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all right (but not less than allthe obligation) of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if Servicer and the Exercise Notice is so revoked, other Participation Holder (a “Purchase Option Notice”) to initiate the Class B Member shall reimburse the Class A Member for all purchase of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal Mortgage Loan in accordance with the Appraisal Method, which shall be final terms of the Intercreditor Agreement. In the event that both the Participation A Holder and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercisedParticipation B Holder elect to purchase the Mortgage Loan, the closing of Participation B Holder shall have the prior right to so purchase the Mortgage Loan, provided that the Participation B Holder in such Transfer event shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may also be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Lawsconcurrently purchase Participation A from the Participation A Holder for a price equal to the Defaulted Mezzanine A Loan Purchase Price. *** Portions In the event that the Participation A Holder has elected to purchase the Mortgage Loan by delivery of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercisedNotice, at the closing of the TransferParticipation B Holder shall, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than within five (5) Business Days prior of the delivery of such notice, provide written notice to the closing date for Servicer and the Transfer pursuant Participation A Holder as to whether the Participation B Holder will exercise its prior right to purchase the Mortgage Loan and Participation A. If the Participation B Holder has elected to purchase the Mortgage Loan and it fails to complete such purchase within ten (10) Business Days of delivery of a Purchase OptionOption Notice or fails to concurrently purchase Participation A as required hereunder (other than as a result of a default or breach by the Participation A Holder as seller of Participation A), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member then such Purchase Option Notice shall be deemed invalid, such defaulting Participation B Holder shall cease to have made any right to purchase the representations on Schedule 9 attached hereto to such Class B Member Mortgage Loan (and the Company; and (CParticipation A) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees applicable Purchase Option Event and the amount Participation A Holder shall thereafter be entitled to exercise the purchase rights under, and in accordance with, the Intercreditor Agreement with respect to such Purchase Option Event. Following the occurrence of a Purchase Option Event, each of the Participation A Holder and the Participation B Holder shall keep the other Participation Holder informed as to such Holder’s intention to exercise any sales, use, realty transfer or similar Taxes payable of its respective rights in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Purchase Option Event. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member (or any Affiliate of a A Members grant and convey to the Class B Member designated by itthe exclusive and irrevocable option to purchase, for a period of [***] months after each of (i) shall have the rightClass A Flip Point and (ii) the fifth anniversary of the Class A Flip Point, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests Units for the Purchase Price upon the terms and conditions set forth herein (the “Purchase Option”), upon giving the Class A Member thirty . (30b) calendar days’ prior written notice of an election to To exercise the Purchase Option Option, the Class B Member must deliver written notice (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by ) of the Class B exercise of the Purchase Option to the Managing Member by written notice to and the Class A Member at any time; provided that if Members, specifying the effective date of the purchase (the “Purchase Option Date”), which such Purchase Option Date shall not be earlier than [***] days after the date of such Exercise Notice. Once the Exercise Notice is so revokedhas been issued, the Purchase Option shall be irrevocable. (c) Subject to the receipt of any necessary approvals from any Governmental Authority, including, without limitation, the approval, if any, required under the HSR Act, the Class B Member A Members shall reimburse the Class A Member for convey all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests Units to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a(or its designee) on an “as is, where is” basis without representations or warranties (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value other than ownership of the Class A Membership Interests as of the Flip Date as agreed Units by the Class A Member and the Class B Member orMembers, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by that no Encumbrance exists against the Class A Member Units other than those created pursuant to this Agreement and that the sale of such Class A Units do not require any governmental approvals that have not been obtained or create any conflict with the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all MembersA Members organizational documents), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given expressed or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Lawsimplied. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at At the closing of the Transferconveyance, (i) the Class B Member shall pay expressly assume any and all liability of the consideration described in Section 9.4(b) Class A Members under this Agreement (other than any liability arising out of a breach of this Agreement by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Optionsuch conveyance), and (ii) the Class A Member shall take expressly release the following actions: (A) Company, the Class A Member shall Transfer to Facility Company, the Class B Member, all right, title the Managing Member and interest in their respective Affiliates from any liability as a result of the transactions contemplated by this Agreement and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (Biii) the Class A Member Members shall be deemed amend this Agreement to have made reflect the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer withdrawal of the Class A Membership Interests contemplated Members and the transfer of the Class A Units effective as of the Purchase Option Date. The Purchase Price of the Class A Units shall be payable by this Section 9.4. Upon wire transfer of immediately available funds at the closing of such Transfer, (1) all of such Purchase Option. The Class A Member’s obligations and liabilities Members shall allocate the Purchase Price among themselves, pro rata, based upon their relative Class A Interests. All reasonable costs associated with the purchase by a Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a B Member, including but not limited to, legal, accounting, tax preparation and (3) all the rightsaudit costs, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred be borne by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Member. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. Provided that the Lessee shall not have given --------------- notice of its intention to exercise the Remarketing Option, the Lessee shall have the option on any Payment Date after the second anniversary of the Start-Up Date (exercisable by giving the Lessor irrevocable written notice (the "Purchase -------- Notice") of the Lessee's election to exercise such option) to (a) The Class B Member (or any Affiliate of a Class B Member designated by it) shall have the rightpurchase all, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but ------ and not less than all) , of the Class A Membership Interests Property on the date specified in such Purchase Notice at a price equal to the Lease Balance theretofore accruing or (b) pay the “Lessor the Equity Balance and reduce the amount of the Lease Balance by the amount paid. The Lessee shall deliver the Purchase Option”), upon giving Notice to the Class A Member Lessor not less than thirty (30) calendar days’ days prior written notice to such purchase or payment of an election the Equity Balance. If the Lessee exercises its option to exercise purchase the Property pursuant to Section 22.1(a) (the "Purchase Option"), the Lessor shall transfer to the --------------- --------------- Lessee or its designee all of the Lessor's right, title and interest in and to the Property as of the date specified in the Purchase Notice upon receipt of the Lease Balance in accordance with Section 25.1. Subject to Section 12.4 and with ------------ ------------ the consent of the Lessor the Lessee may assign the Purchase Option (the “Exercise Notice”)to any Person. Any Exercise NoticeThe Lessee may designate, if given, may be revoked by the Class B Member by written in a notice given to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later Lessor not less than five (5) Business Days prior to the closing date for of such purchase (time being of the Transfer pursuant essence), the transferee or transferees to whom the conveyance shall be made (if other than to the Purchase OptionLessee), and in which case such conveyance shall (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer subject to the Class B Member, all right, title terms and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (Bconditions set forth herein) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transferdesignee; provided, -------- however, that the obligation such designation of the Class B Member to pay such expenses pursuant to this sentence a transferee or transferees shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 cause ------- the Lessee to be released, fully or partially, from any of its Affiliatesobligations under this Lease, including, without limitation, the obligation to pay the Lessor the Lease Balance on the Expiration Date.

Purchase Option. If (a1) The Class there occurs any Proceeding of Borrower, (2) a foreclosure action has been commenced in accordance with the terms of this Agreement, or (3) any Event of Default under the Loan is continuing for a period of sixty (60) days and Administrative Agent has delivered to Borrower a written notice declaring that such Event of Default exists, each of the Note-B Member (or any Affiliate of a Class B Member designated by it) Holders shall have the right, at any time within one hundred eighty by written notice (180a “Note-B Holder Purchase Notice”) days after to Administrative Agent and each of the Flip DateNote-A Holders, to acquire all purchase the A-Note’s interests in the Loan, in whole but not in part, at the Defaulted Loan Purchase Price. Following receipt of Note-B Holder Purchase Notice, the Note-A Holders shall sell (but and the Note-B Holders shall purchase) the A-Note (free and clear of any participations thereof or liens or other encumbrances thereon), for the Defaulted Loan Purchase Price. The closing of the purchase and sale shall take place on a date (the “Defaulted Note Purchase Date”), not less than allfive (5) Business Days nor more than ten (10) Business Days after the date of Administrative Agent’s receipt of Note-B Holder Purchase Notice; provided Note-B Holders shall have the Class A Membership Interests right to deposit a non-refundable (other than if the “Purchase Option”), upon event giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice rise to the Class Note-B Holder Purchase Notice ceases to exist or Administrative Agent and/or the Note-A Member at any time; provided that if Holders breach the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all terms of the Class A Member’s incurred costs and expenses this clause (including the costs of any appraisal referred to in Section 9.4(bc) and sell the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member A-Note other than pursuant to the Purchase Option during the period referred terms of this Agreement) cash deposit with Administrative Agent in an amount equal to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value 5% of the Class A Membership Interests as of Defaulted Loan Purchase Price to extend the Flip Defaulted Note Purchase Date as agreed by an additional ten (10) Business Days (which the Class A Member and the Class Note-B Member or, if they are unable Holders may do up to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class two times with respect to any Note-B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all MembersHolder Purchase Notice), and (ii) $***. (c) If provided that the Defaulted Note Purchase Option is exercised, the closing of such Transfer Date shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may in no event be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later less than five (5) Business Days prior to the closing date for the Transfer pursuant any scheduled foreclosure sale or delivery of any deed in lieu of foreclosure with respect to the Purchase Option)Property, to the extent such scheduled date is known. In addition, the Note-B Holders’ right to purchase the A-Note shall terminate automatically upon the earlier of (i) the date such Event of Default is cured, and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer date Newco takes title to the Class B Member, all right, title Property by foreclosure or deed-in-lieu thereof. All costs and interest in and expenses related to the Class purchase and sale shall be paid by the Note-B Holders. The applicable Defaulted Loan Purchase Price shall be calculated by Administrative Agent three (3) Business Days prior to the Defaulted Note Purchase Date and shall, absent manifest error, be binding upon the Note-B Holders. Concurrently with the payment of the Defaulted Loan Purchase Price, the Note-A Membership InterestsHolders shall execute and deliver assignment documentation that will effect the assignment of the A-Note and the Loan Documents without recourse, representation or warranty, other than as to the Note-A Holders’ ownership free and clear of all Liens other than Permitted Encumbrances; (B) liens. Notwithstanding anything to the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and executecontrary contained herein, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence Administrative Agent shall not exceed $***accept a deed-in-lieu of foreclosure without providing the Note-B Holders at least thirty (30) days prior written notice thereof. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member Buyer shall, for a period of 365 days commencing on the day after the expiration of the Restricted Period (or any Affiliate of a Class B Member designated by it) shall the "Option Period"), have the right, at any time within one hundred eighty (180) days after the Flip Date, option to acquire all (from NRG all, but not less than all) , of the Class A Membership Interests shares of Common Stock held by NRG (the “Purchase "Option”"), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) In the event that the Buyer determines that it may exercise the Option, it shall, at any time during the Option Period or within the 60 days prior to the commencement of the Option Period, give notice to NRG that it intends to obtain a fair market value determination pursuant to this Section 8.4 (the "Valuation Notice"). The consideration fair market value of the Company shall be determined by one nationally recognized and independent investment bank mutually acceptable to NRG and the Buyer (the "Valuing Investment Bank"), it being understood that for the Transfer purpose of this Section 8.4 an independent investment bank shall be one which is neither affiliated with nor employed as the primary investment banking firm of NRG, the Buyer or the Company. The Buyer shall include in its Valuation Notice a list of at least three (3) investment banks acceptable to the Buyer as the Valuing Investment Bank and satisfying the criteria set forth in the preceding sentence. Upon receipt of such list, NRG shall promptly notify the Buyer which of such investment banks, if any, is acceptable to it. If NRG rejects each such investment bank as unacceptable to it, NRG shall promptly notify the Buyer of the Class A Membership Interests identity of at least three investment banks acceptable to NRG and satisfying the Class B Member pursuant to criteria set forth in the Purchase Option during the period referred to in Section 9.4(a) (second sentence of this paragraph. Upon receipt of such amountnotice, the “Option Purchase Price”Buyer shall promptly notify NRG which of such investment banks, if any, is acceptable to it. NRG and the Buyer shall each act with such promptness and diligence that the procedures described in the foregoing sentences will result in the selection of a Valuing Investment Bank in as short a period of time as practicable. NRG and the Buyer shall each be responsible for 50% of the total fees and expenses charged by the Valuing Investment Bank; provided, however, in the event that the Buyer does not exercise the Option, the Buyer shall be responsible for 100% percent of the total fees and expenses charged by the Valuing Investment Bank. (c) will be the higher of: (i) The Valuing Investment Bank may use, among other methodologies, discounted cash flow, comparable transaction and traded company analyses to determine the fair market value of the Class A Membership Interests Company. In determining the fair market value of the Company, the Valuing Investment Bank shall evaluate the Company (i) without any consideration of the management fee to be paid to the Buyer under Section 9.3, (ii) without factoring in any discount arising from NRG's minority ownership position and limited representation on the Company's Board of Directors, and (iii) without any consideration of any discount applicable to an initial Public Offering. Moreover, to the extent that, as of the Flip Date as agreed time of the valuation determination, financing for the Company or its Subsidiaries or their generation assets is available under terms more favorable than those terms in place, the more favorable financing terms shall be utilized by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal Valuing Investment Bank in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transferits fair market value determination; provided, however, that to the obligation extent the financing for any of the Class B Member to pay Subsidiaries at the time of such expenses pursuant to this sentence valuation is on substantially the same material economic terms as the financing for such Subsidiary on the date hereof, such financing terms shall not exceed $***be utilized by the Valuing Investment Bank in its fair market value determination. (ed) In the event that the Buyer wishes to exercise the Option, the aggregate price payable to NRG for its Common Stock (the "Option Price") shall be equal to NRG's Pro Rata Portion of the fair market value of the Company (on a consolidated basis) as determined by the Valuing Investment Bank pursuant to Section 8.4(c) above. The Class B Member may transfer its rights set forth in this Section 9.4 Buyer shall exercise the Option by providing written notice to any NRG prior to the expiration of its Affiliatesthe Option Period, which notice shall be irrevocable.

Purchase Option. (a) The Class B Member So long as Tenant is not then in default under the terms of this Lease, Tenant (or any Affiliate of a Class B Member designated by itits affiliate) shall have the rightoption to purchase the Project, at any time within one hundred eighty (180) days after along with the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests associated land and improvements (the “Purchase Option”), upon giving during the Class A Member thirty (30following periods of the Lease Term and for the applicable purchase price indicated: 1) calendar days’ prior written notice of an election Tenant shall not have a right to exercise acquire the Project under the Purchase Option prior to May 31, 2016. 2) If Tenant closes on the acquisition of the Project between June 1, 2016 and August 31, 2016, then the purchase price shall be $2,225,000.00. 3) If Tenant closes on the acquisition of the Project between September 1, 2016 and May 31, 2017, then the purchase price shall be $2,275,000.00. 4) If Tenant closes on the acquisition of the Project between June 1, 2017 and May 31, 2018, then the purchase price shall be $2,325,000.00. If Tenant (or its affiliate) fails to close on the purchase of the Project by May 31, 2018, then this Purchase Option shall automatically terminate and have no further force nor effect. Tenant shall exercise the Option to Purchase by providing written notice to Landlord thereof (the “Exercise Notice”). Any , which Exercise Notice shall include Tenant’s desired closing date (the “Closing Date”), which Closing Date shall be not earlier than fifteen (15) days following the date of the Exercise Notice. If Tenant (or its affiliate) exercises its Option to Purchase, if given, may be revoked by then the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all terms of the Class A Member’s incurred costs purchase and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will sale shall be the higher ofas follows: (i) the fair market value of purchase price for the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which Project shall be final and binding on all Members)the applicable purchase price set forth above, and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, payable in cash at the closing of the Transfer, acquisition of the Project by Tenant (i) the Class B Member shall pay the consideration described in Section 9.4(bor its affiliate) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option“Closing”), and ; (ii) the Class A Member Closing shall take occur at and the following actionsowner’s policy of title insurance shall be issued by, Chicago Title Company, 00000 X. Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, Attn: Xxxxxx Xxxxxxx; 000-000-0000; 0xxxxxxx@xxx-xx.xxx (Athe “Title Company”); (iii) all costs at Closing will be borne by Tenant, except that Landlord will pay for any real estate commissions incurred by it through separate commission agreements, the Class A Member cost of the standard owner’s policy of title insurance issued by the Title Company, and one-half of the escrow fees for the Title Company; (iv) Tenant shall Transfer pay to Landlord any final rent then due; (v) at the Closing, Landlord shall execute and deliver a special warranty deed in the form of Exhibit D-1 attached hereto and incorporated herein and subject only to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights exceptions expressly set forth in this Section 9.4 the title commitment issued by the Title Company, which title commitment will be procured by Tenant and delivered to Landlord prior to the Closing; (vi) at the Closing, Landlord shall also execute and deliver (a) a standard xxxx of sale (conveying tangible personal property) and assignment of intangible property (conveying intangible personal property), both without warranty, and in forms attached hereto as Exhibit D-2 and (b) a standard owner’s affidavit and other documentation requested by the Title Company. Landlord shall not be required to provide a prorated credit for any taxes or other items typically prorated at closing if such items are already the responsibility of its AffiliatesTenant to pay as part of Tenant’s Lease obligations.

Purchase Option. (ai) The Class B Member Company hereby grants to the Underwriter the right to purchase, on the terms and conditions set forth in this Section 2.6, that number of shares of Common Stock equal to the Purchase Option Share Amount (or any Affiliate of a Class B Member designated by itthe "Purchase Option"). (ii) shall have the right, The Purchase Option may be exercised at any time within one hundred eighty (180) days and from time to time by the Underwriter on or after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (Issuance Date but prior to the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member Purchase Option Expiration Date by written notice to the Class A Member at any time; provided that if Company of its desire to so exercise in the Exercise Notice is so revokedform of Exhibit 2.6(a)(ii) attached hereto (a "Purchase Option Notice"), accompanied by payment therefor in the Class B Member shall reimburse the Class A Member for all amount of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed Exercise Price multiplied by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, number of shares of Common Stock for which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is then being exercised, . Payment of the closing Purchase Option Exercise Price may be made as follows (or by any combination of such Transfer shall occur on the Business Day that is following): (i) sixty (60) calendar days after in United States currency by cash or delivery of a certified or official bank check payable to the applicable Exercise Notice is given order of the Company or by wire transfer to its account, (ii) by cancellation of such later number of shares of Common Stock specified by the Underwriter otherwise issuable to the Underwriter upon such exercise, such that the excess of the aggregate closing price on the Trading Day immediately prior to date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with exercise of such specified number of shares over the Commission. (d) If portion of the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars Exercise Price attributable to such United States bank accounts as shares shall equal the Class A Member may designate in a written notice Purchase Option Exercise Price attributable to the Class B Member no later than five (5) Business Days prior shares of Common Stock to the closing date for the Transfer pursuant to the Purchase Option)be issued upon such exercise, and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member which case such amount shall be deemed to have made been paid to the representations on Schedule 9 attached hereto to such Class B Member Company and the Company; and number of shares issuable upon such exercise shall be reduced by such specified number, or (Ciii) by surrender to the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer PROVISIONAL PATENT APPLICATION HAS BEEN FILED Company for cancellation by delivery through DWAC of shares of Common Stock of the Class A Membership Interests contemplated Company owned by this Section 9.4. Upon the Underwriter (or delivery of certificates representing the shares of Common Stock of the Company properly endorsed for transfer in blank) having an aggregate closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with price on the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through Trading Day immediately prior to the date of such closingexercise equal to the Purchase Option Exercise Price. In the event that the Purchase Option is exercised in part, (2) the Class A Member Purchase Option Share Amount shall have no further rights as a Member, and (3) all be reduced by that number of shares of Common Stock that the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees Underwriter has exercised and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that Purchase Option relating to the obligation remainder of the Class B Member to pay such expenses pursuant to this sentence Purchase Option Share Amount shall not exceed $***remain in full force and effect. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member Buyer shall, for a period of 365 days commencing on the day after the expiration of the Restricted Period (or any Affiliate of a Class B Member designated by it) shall the "Option Period"), have the right, at any time within one hundred eighty (180) days after the Flip Date, option to acquire all (from NRG all, but not less than all) , of the Class A Membership Interests shares of Common Stock held by NRG (the “Purchase "Option”"), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) In the event that the Buyer determines that it may exercise the Option, it shall, at any time during the Option Period or within the 60 days prior to the commencement of the Option Period, give notice to NRG that it intends to obtain a fair market value determination pursuant to this Section 8.4 (the "Valuation Notice"). The consideration fair market value of the Company shall be determined by one nationally recognized and independent investment bank mutually acceptable to NRG and the Buyer (the "Valuing Investment Bank"), it being understood that for the Transfer purpose of this Section 8.4 an independent investment bank shall be one which is neither affiliated with nor employed as the primary investment banking firm of NRG, the Buyer or the Company. The Buyer shall include in its Valuation Notice a list of at least three (3) investment banks acceptable to the Buyer as the Valuing Investment Bank and satisfying the criteria set forth in the preceding sentence. Upon receipt of such list, NRG shall promptly notify the Buyer which of such investment banks, if any, is acceptable to it. If NRG rejects each such investment bank as unacceptable to it, NRG shall promptly notify the Buyer of the Class A Membership Interests identity of at least three investment banks acceptable to NRG and satisfying the Class B Member pursuant to criteria set forth in the Purchase Option during the period referred to in Section 9.4(a) (second sentence of this paragraph. Upon receipt of such amountnotice, the “Option Purchase Price”Buyer shall promptly notify NRG which of such investment banks, if any, is acceptable to it. NRG and the Buyer shall each act with such promptness and diligence that the procedures described in the foregoing sentences will result in the selection of a Valuing Investment Bank in as short a period of time as practicable. NRG and the Buyer shall each be responsible for 50% of the total fees and expenses charged by the Valuing Investment Bank; provided, however, in the event that the Buyer does not exercise the Option, the Buyer shall be responsible for 100% percent of the total fees and expenses charged by the Valuing Investment Bank. (c) will be the higher of: (i) The Valuing Investment Bank may use, among other methodologies, discounted cash flow, comparable transaction and traded company analyses to determine the fair market value of the Class A Membership Interests as Company. In determining the fair market value of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercisedCompany, the closing of such Transfer Valuing Investment Bank shall occur on evaluate the Business Day that is Company (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain without any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing consideration of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars management fee to such United States bank accounts as the Class A Member may designate in a written notice be paid to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.Buyer under

Purchase Option. (a) The Class B Member (Company or any its designated Affiliate of a Class B Member designated by it) shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests right and option (the “Purchase Option”)) exercisable at any time following the Trigger Date, upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option Franchisee (the “Exercise Option Notice”). Any Exercise Notice, if given, may be revoked by ) to purchase for the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for Purchase Price all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership InterestsAssets, free and clear of all Liens other than Permitted Encumbrancesliens, encumbrances and liabilities. If Company receives a written request for its consent to an Assignment, then Company must exercise the Purchase Option, if at all, within 20 days following receipt of Franchisee’s request for consent to the Assignment. The Purchase Option shall be automatically reinstated following: (a) the Assignment; (Bb) Company’s refusal to consent to the proposed Assignment; (c) 60 days after the ROFR Period if Company does not exercise the ROFR and the Assignment has not been concluded; or (d) if there has been any material change in the terms of the proposed offer which results in the reinstatement of the ROFR. (i) At Company’s request, the terms and conditions of the Purchase Option may be recorded in the real property records under Applicable Law, and Franchisee shall execute all documents as may be necessary and appropriate to do so. Company’s rights under this Section 12.4 shall be in addition to, and not in lieu of, Company’s ROFR and such rights may be exercised separately, concurrently or in the alternative. (ii) Company shall exercise only the Purchase Option contained in this Agreement and not the purchase option in any Franchise Agreement executed under this Agreement if and for so long as this Agreement remains in full force and effect. (b) Subject to the conditions in this Section, Franchisee may select one of two methodologies to determine the purchase price of the Assets (the “Purchase Price”): (i) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer Fair Market Value of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, Assets; or (ii) (1) 5.0 times Restaurant Level EBITDA during the 12 full calendar months immediately preceding Franchisee’s receipt of the Option Notice, for all of Restaurants in the Development Area that have been open and operating for at least such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing12-month period, plus (2) for all Restaurants in the Class A Member shall Development Area that have no further rights as a Membernot been open and operating for that 12-month period, Franchisee’s necessary and reasonable documented out-of-pocket costs paid to third parties to construct, equip, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of furnish such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the TransferRestaurants, including reasonable attorneys’ fees any initial franchise fee(s) paid to Company (or its Affiliates), and excluding the amount Wages of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation Franchisee’s employees. Franchisee will make its selection within 14 days after receipt of the Class B Member Option Notice, by notifying Company in writing of its choice of methodology. If Franchisee fails to pay such expenses pursuant make a timely selection of methodology, then the methodology used to this sentence shall not exceed $***determine Purchase Price will be chosen by Company. (ei) Restaurant Level EBITDA shall be determined by using Franchisee’s financial statements, provided Franchisee has kept and maintained financial statements in compliance with the provisions Franchisee’s franchise agreements with Company and the Manuals. The Class B Member may transfer its rights set forth in this Section 9.4 chief financial officer or chief executive officer of Franchisee (or Franchisee, if an individual) shall certify that such financial statements are true, correct, and complete, subject to any adjustment in the event of its Affiliatesany audit or other investigation of such financial statements and/or the books and records by Company. If an audit or other investigation reveals any inaccuracy, then, in addition to all other rights and remedies, Company shall have the right to revise the Purchase Price, and if the inaccuracy overstates Restaurant Level EBITDA during the applicable 12-month period by 2% or more, then Franchisee shall reimburse Company for the expenses of the audit/investigation.

Purchase Option. The Licensee grants to Broker, Broker's ---------------- assignee or designee an option to acquire the stock of Licensee's Shareholder Corporations (athe "Option"). The term of the Option shall run from February 16, 1999, which is the effective date of the FCC's Report and Order in MM Docket ----------------------------- Xx. 00-00, 00 XXX Xxx 00000 (1998), which eliminated the prohibition against ---------- the sale of an unbuilt station, until the date that is one (1) The Class B Member year from the date of the filing of the Form 302-FM application (or successor application form) for license to cover the Station's construction permit, without regard to whether any Affiliate of a Class B Member designated by it) shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests other terms of this Agreement remain in effect (the “Purchase "Option Term"). The Option shall entitle Broker to purchase the stock of Licensee's Shareholder Corporations for the aggregate amount of Four Million Six Hundred Seventy-Five Thousand Dollars and no cents ($4,675,000.00) (the "Option Price"). If Broker exercises the Option”), upon giving Broker will deliver to each of Licensee's Shareholder Corporations in which the Class A Member thirty Option is being exercised the sum of Four Hundred Thousand Dollars and No Cents (30$400,000.00) calendar days’ prior (each such exercise payment hereafter the "Deposit Payment") in immediately available funds. Broker shall deliver the Deposit Payment simultaneously with written notice to Licensee of an election the exercise of the Option. In the event that Broker were to exercise the Purchase Option, the FCC were to approve a transfer of control of the FCC Licenses, and the Parties were to consummate the sale of the stock of the Licensee's Shareholder Corporations, the Option (Payment and the “Exercise Notice”)Deposit Payments to each Licensee Shareholder Corporation will be credited toward the Option Price paid to such Licensee Shareholder Corporation. Any Exercise Notice, if given, may The Option must be revoked exercised in writing in accord with Section 29 of the Agreement. Upon receipt of the notice of exercise of the Option by the Class B Member by written notice Broker, each Licensee Shareholder Corporation in which Broker has exercised the Option shall execute the Stock Purchase Agreement in the form attached as an Exhibit to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member First Amendment no later than five (5) Business Days business days after the receipt by Licensee of written notice of Broker's exercise of the Option. Consummation of any such transaction will not occur until receipt of all required FCC approvals. In light of the necessity of obtaining the prior approval of the Bankruptcy Court for acquisition of the Option as it relates to Southern Ocean, it is specifically contemplated that the exercise of the Option to acquire the Southern Ocean stock would occur at a date later than the exercise of the Option as it relates to the closing date other Licensee Shareholder Corporations. This Section 18 survives any termination of this Agreement for the Transfer pursuant to the Purchase Option)whatever cause, and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***unless mutually agreed otherwise. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member (or any Affiliate During the period commencing four years after execution of a Class B Member designated by it) shall have this Sublicense Agreement, and ending eight years after such execution, as set forth on the rightattached Annex A, PFEL may, at its option, require NSI-APL to purchase the entirety of PFEL's interest as a party to the Third Agreement (including any time within one hundred eighty and all rights obtained by assignment or sublicense thereof) for an aggregate price equal to five times the trailing year's Royalty (180the "Purchase Option" and the price paid pursuant thereto, the "Purchase Price"). The Purchase Price may be payable at the option of NSI-APL in either cash or in NSI common stock, par value $.0001 per share ("Common Stock"). For purposes of this provision, "trailing year" shall mean the most recent twelve (12) days after month period measured at the Flip Date, to acquire all (but not less than all) end of the Class A Membership Interests most recently completed calendar quarter (for example, if PFEL exercises the “Purchase Option”Option at the end of the second (2nd)calendar quarter during year six of this Sublicense Agreement, the Purchase Price would be five (5) times the amount of Royalties recorded as paid or payable during the twelve (12) month period immediately preceding the end of the second (2nd) calendar quarter of year six (6)). If the Purchase Price is paid in NSI Common Stock, upon giving (i) the Class A Member value of the NSI Common Stock will be determined based on the average closing price of the Common Stock on the most recent thirty (30) calendar days’ days immediately prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any timeexercise date of such Purchase Option; provided that if (ii) PFEL shall execute a Subscription Agreement substantially in the Exercise Notice is so revoked, form set forth in the Class attached Annex B Member and (iii) PFEL shall reimburse execute a Registration Rights agreement substantially in the Class A Member for all of form set forth in the Class A Member’s incurred costs attached Annex C and expenses (including the costs of any appraisal referred NSI shall provide registration rights with respect to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal NSI Common Stock in accordance with the Appraisal Method, which terms thereunder. The Termination Fee shall not be final and binding on all Members), and (ii) $***. (c) If due or payable if the Purchase Option is exercised, the closing exercised by PFEL. Exercise and consummation of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercisedshall terminate this Sublicense Agreement. For purposes of clarity, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (this Purchase Option may only be exercised by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), PFEL and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated not by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer NSI or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***XXX-XXX. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Following (i) a material breach by a Member (or any Affiliate of a term of this LLC Agreement which is not promptly cured, (ii) deadlock between directors of the Company entitled to vote as to a matter requiring the approval of the Required Directors, (iii) a change in Applicable Laws that makes participation by the Class B A Noteholder or a Member designated by itin this LLC Agreement illegal or subject to a material increase in regulatory or tax costs for the Class A Noteholder or such Member, (iv) shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) Bankruptcy of the Class A Membership Interests Noteholder or a Member, (v) termination of the LEAF Services Agreement, (vi) failure by the Lender to satisfy a funding obligation under the Credit Agreement within five Business Days of any such obligation becoming due thereunder, (vii) failure by LEAF Ventures, LLC to comply with its obligations under the Participation Agreement to purchase a 10% participation interest in any Advance made by the Lender under the Credit Agreement within five Business Days of the making of such Advance (except to the extent that, after giving effect to such purchase, the aggregate outstanding principal amount of participation interests held by LEAF Ventures, LLC in Advances made under the Credit Agreement would exceed $3,000,000), (viii) failure by the Company to comply with any of the operating or financial covenants set forth in Sections 5.02 or 5.03 of the Credit Agreement or to satisfy the EBITDA Funding Condition (as defined in the Credit Agreement) on any date, (ix) the tenth anniversary of this LLC Agreement or (x) delivery of a Liquidation Notice (any of the foregoing events described in clauses (i) through (x), a "Triggering Event"), any Relevant Member (the “Purchase Option”), upon giving the Class A Relevant Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revokedinitiating such election, the Class B Member shall reimburse "Electing Member") may elect to purchase or cause the Class A Member for all purchase of the Class A Member’s incurred costs and expenses (including entire Investment Interest of the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given other Members and the Class A Member’s activities related theretoNoteholder (such other Members and the Class A Noteholder, the "Other Members", and their Investment Interest, the "Other Members' Interest"); provided, that the Electing Member makes an Irrevocable Election and gives written notice (a "Purchase Option Notice") to the Other Members. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Any Purchase Option during Notice shall include the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: following: (i) the fair market value a statement that all of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable Other Members' Interest is to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and purchased; (ii) $***a statement specifying the date on which the closing of the purchase and sale of the Other Members' Interest shall occur (the "Purchase Date"), which Purchase Date shall not be less than 60 days nor more than 120 days from the date of the occurrence of the first such Triggering Event; and (iii) the price at which the Electing Member is offering to purchase the Other Members' Interest, and the price at which the Electing Member would be willing to sell its own Investment Interest to the Other Members (each thereof, a "Purchase Price"). (c) If Upon the receipt of a Purchase Option is exercisedNotice, the closing of such Transfer shall occur on the Business Day that is Other Members may either (i) sixty (60) calendar days after elect to sell, on the applicable Exercise Notice is given Purchase Date, the Other Members' Interest to the Electing Member at the relevant Purchase Price or (ii) such later date as may be required deliver an Irrevocable Election to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant the Electing Member evidencing the Other Members' election to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercisedpurchase, at the closing of relevant Purchase Price and on the TransferPurchase Date, all but not less than all (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice proportion to the Class B Member no later than five Percentage Interests (5) Business Days prior to in the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer case of the Class A Membership Interests contemplated by this Section 9.4. Upon Note, as though Converted)) of the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred Investment Interest owned by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Electing Member. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B A Member (or any Affiliate of a Class B Member designated by it) shall have the right, but not the obligation (the “Purchase Option”), at any time within one hundred eighty (180) days after the election of the Class A Member on either the Flip Date or the eleventh anniversary of the Initial Funding Date (the “Purchase Option Date”), upon giving the Company and all other Members 60 days’ written notice, to acquire purchase all (but not less than all) of the outstanding Class A Membership B Interests (the “Purchase Option”), upon giving from all of the Class A Member thirty (30) calendar days’ prior written notice B Members by exercise of an election to exercise the Purchase Option (the “Purchase Option Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A B Membership Interests to the Class B A Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and an amount (iipayable in United States dollars) $***equal to the Purchase Option Price. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar 60 days after the applicable Purchase Option Exercise Notice is given or (ii) such later date as may be required to obtain either a determination of the Purchase Option Price or any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commissionapplicable Legal Requirements. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i1) the each Class B A Member which has given a Purchase Option Exercise Notice shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member B Members may designate in a written notice to the Company and Class B Member A Members no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option) an amount equal to the Purchase Option Price (determined in accordance with Section 9.7(b)), and (ii2) the each Class A B Member shall take the following actions: (Ai) the such Class A B Member shall Transfer to the applicable Class B Member, A Member all right, title and interest in and to the Class A B Membership Interests, free and clear of all Liens Encumbrances other than Permitted Encumbrances; (Bii) the such Class A B Member shall be deemed required to have made make the representations on Schedule 9 attached DM_US 159585344-17.085887.0029 hereto to such the applicable Class B A Member and the Company; and (Ciii) the such Class A B Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A B Membership Interests contemplated by this Section 9.4section. Upon the closing of such Transfer, (1) all of such Class A B Member’s obligations and liabilities associated with the Class A B Membership Interests that which are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the such Class A B Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A B Membership Interests that which are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A B Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. 9.1 Licensor hereby grants to Licensee an Option to Purchase outright all rights and title to the World Key Trademark. Said Option may only be exercised per the following terms and conditions. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire Licensee must be in compliance with all (but not less than all) of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs terms and expenses (including the costs of any appraisal referred to conditions contained in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related theretothis Agreement. (b) The consideration for the Transfer of the Class A Membership Interests Licensee agrees to take title to the Class B Member pursuant Trademark "as is" at the time Licensee elects to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***exercise this option. (c) If Licensee agrees that the Purchase Option is exercisedindemnification provisions contained in paragraphs 11.4 and 11.8 shall continue for a period of 48 months from the exercise of this Option. 9.2 As consideration for the transfer of the Trademark upon exercise of the Option, Licensee shall pay Licensor the closing following amounts: (a) Simultaneously with the exercise of such Transfer the Option, Licensee shall occur on pay Licensor an amount equal to the Business Day that is product of (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) ($2,500.00 multiplied by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear number of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued sublicenses which Licensee has granted through the date of such closingexercise; and (b) On September 30 of each calendar year after the date of exercise of the Option to and including September 30, 2004, Licensee shall pay Licensor an amount equal to the product of (2i) $2,500.00 multiplied by (ii) the Class A Member shall have no further rights as a Membernumber of sublicenses which Licensee grants after the date of exercise and through September 30, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer2004; provided, however, provided that the obligation of the Class B Member aggregate amount payable by Licensee to pay such expenses pursuant to Licensor under this sentence paragraph 9.2 shall not exceed $***6,250,000.00 Any royalty payments which Licensee has paid to Licensor within the preceding 12 months prior to the exercise of this option, shall be deducted from the total calculated consideration. (e) The Class B Member may transfer its rights 9.3 Licensor agrees to accept common stock of Licensee in the numerical quantity required to equal the cash value of the option purchase price calculated at the market value of the Licensee's stock on the day of exercise, provided that Licensee's stock is trading for no less than $5.00 per share. 9.4 This Option shall expire 36 months from the date set forth in below as the execution date of this Section 9.4 Agreement. 9.5 Licensee shall notify Licensor no less than 60 days prior to its intent to exercise this option. 9.6 Licensee shall undertake to receive all regulatory approvals required to issue stock, should Licensee wished to exercise purchase of trademark using Licensee's common stock per paragraph 9.3. 9.7 Licensor agrees to submit any required documentation that would the required for Licensee to receive approval of the stock transaction. Should said documentation include audited financial statements, and Licensor does not have audited financial statements, it will provide access to its Affiliatesfinancial documentation, books and records so that an audit may be conducted by an accounting firm selected by Licensee and at Licensee's expense.

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) 25.1. In consideration of the Class mutual covenants contained herein, Landlord hereby grants to Tenant the option to purchase the Premises (except such portion as may theretofore have been taken by eminent domain; the Premises, less the portion so taken, shall, for purposes of this Article XXV, be referred to as the "Premises") described on Exhibit A Membership Interests (attached hereto, including the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revokedLand, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amountBuilding, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests Improved Space and all alterations, additions and improvements, fixtures and equipment as of the Flip Date as agreed by last day of the Class A Member and sixtieth (60th) complete calendar month of the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal original Term in accordance with the Appraisal Method, which terms and provisions set forth in this Article XXV. Said option to purchase shall be final exercisable by written notice from Tenant to Landlord of Tenant's election to exercise same, given not later than the last day of the fifty first (51st) complete calendar month of the original Term. If Tenant fails to exercise said option to purchase in a timely manner, Tenant's rights under this Article XXV shall cease and binding on all Members)terminate. 25.2. Tenant may only exercise said option to purchase, and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer exercise thereof shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may only be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercisedeffective if, at the closing time of Tenant's exercise of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to option and on the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by purchase and sale of the Premises, this Section 9.4. Upon the closing of such TransferLease is in full force and effect and no event which, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are passage of time or the subject giving of such Transfer will terminate except those obligations and liabilities accrued through the date notice, or both, would constitute an Event of such closingDefault, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transferis then outstanding; provided, however, that Tenant shall have the obligation right to exercise said option if Tenant is prosecuting the curing of a default in accordance with the applicable provisions of this Lease. 25.3. The purchase price of the Class B Member Premises shall be Eleven Million Seven Hundred Fifty Seven Thousand Three Hundred Eighteen Dollars ($11,757,318.00). Tenant shall have the option to pay acquire Landlord's interest in the Premises subject to any Mortgage in existence at such expenses time, subject to the prior written consent of, and in accordance with any requirements of, the respective Mortgagees, in which event Tenant shall receive a credit against the purchase price payable at closing in the amount of the outstanding principal balance and any accrued and unpaid interest under such Mortgage as of the date of closing. 25.4. Except as provided in Paragraph 25.6 or Paragraph 25.7(b) below for termination of the option to purchase, Tenant's notice of exercise of the option to purchase the Premises shall constitute the binding and irrevocable commitment of Tenant to purchase the Premises and Landlord shall thereby become irrevocably bound to sell the Premises to Tenant. 25.5. The closing shall take place at the offices of the Title Company (as defined herein) or at any other location mutually agreeable to the parties. The sale shall be closed through an escrow with the Title Company, and the parties shall cause standard deed and money escrow instructions to be issued to the Title Company, with such additional terms as are necessary to consummate the contemplated sale and which are reasonably satisfactory to Landlord and Tenant. As a condition precedent to Tenant's acquisition of the Premises, Tenant shall satisfy in full any and all monetary obligations then due and owing by Tenant to landlord hereunder. 25.6. The purchase price shall be payable to Landlord at the closing by wire transfer of federal funds, upon delivery of the deed to Tenant (or its designee or 35 38 assignee) and performance of Landlord's other obligations set forth herein. The conveyance of the Premises shall be made by a recordable Trustee's Deed which shall convey good and marketable title thereto in fee simple to Tenant (or its designee or assignee), subject only to (i) covenants, conditions, building lines and restrictions of record; (ii) private, public and utility easements and roads and highways, if any; (iii) general real estate taxes and special assessments; (iv) liens and encumbrances existing on the date hereof or caused, created or consented to by Tenant or made pursuant to the provisions of this sentence Lease; (v) liens and encumbrances not caused or created by Landlord which are reasonably acceptable to Tenant; (vi) intentionally omitted; (vii) any on-going condemnation proceedings or takings by governmental authority; provided, however, that if the ultimate resolution thereof would entitle Tenant to terminate this Lease pursuant to Article XV above, Tenant shall have the right to rescind its election to purchase the Premises upon written notice thereof to Landlord within fifteen (15) days of its receipt of notification of said proceedings, in which event Tenant's rights under this Lease shall be governed by the terms and provisions of this Lease other than this Article XXV; (viii) intentionally omitted; or (ix) liens, encumbrances and other matters of title over which the title insurer is willing to insure at standard rates (collectively, the "Permitted Title Exceptions"). 25.7. If the option is exercised by Tenant as aforesaid, Landlord shall deliver to Tenant, not exceed $***later than forty five (45) days after Landlord's receipt of Tenant's written notice as required in Paragraph 25.1 above, as evidence of Landlord's good and marketable title in and to the Premises, a commitment for an owner's title insurance policy (the "Title Commitment") in the aggregate amount of the purchase price from a title insurance company (the "Title Company") reasonably acceptable to Tenant which insures against marketability of title, together with an extended coverage endorsement, the cost of said endorsement to be paid for by Tenant. The Title Commitment shall name Tenant as the proposed insured, subject only to (i) the Permitted Title Exceptions; and (ii) other title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed at the closing by the payment of money and which Landlord shall so remove or cause to be removed concurrently with the closing. (ea) The Class B Member may transfer its rights At least ten (10) days, but not more than twenty (20) days, prior to the anticipated closing date, Landlord shall deliver to Tenant (i) a later dated commitment for an owner's title insurance policy (the "Date Down Commitment"), in the form required of the original Title Commitment, effective as of a date not earlier than thirty (30) days prior to the anticipated closing date, in the form required for the original Title Commitment, and (ii) a survey of the Premises, dated not more than thirty (30) days prior to the date of delivery thereof, complying with Illinois land survey standards, prepared by a licensed Illinois land surveyor in accordance with the survey standards of the American Land Title Association, showing the location of all improvements on the Premises, showing all improvements thereon to be within the lot lines, showing no encroachment of buildings or other improvements onto or from adjoining properties, showing compliance with all set back lines and showing non-interference with all easements of record. (b) If the Date Down Commitment, or the recorded documents referred to therein, disclose defects ("title defects") other than the exceptions set forth in clauses (i) and (ii) of Paragraph 25.8 above, or if the Survey discloses matters that render the title unmarketable or encroachments onto or from adjoining properties or onto easements or set back lines ("survey defects"), Landlord shall have thirty (30) days from date of delivery of the Date Down Commitment to cure such title and/or survey defects or to have the Title Company commit to insure against loss or damage that may be occasioned by such title and/or survey defects, and if this Section 9.4 is not done, Tenant may terminate the option to any purchase or may elect, upon written notice thereof to Landlord with ten (10) days after the expiration of its Affiliatesthe thirty (30) days period, to take title as it then is with the right to deduct from the purchase price liens or encumbrances of a definite or ascertainable amount. If Tenant does not so elect, Tenant's exercise of the option to purchase shall become null and void and be terminated without further action of the parties. (c) At the time of closing, Landlord shall deliver (or cause to be delivered) to Tenant or Tenant's designee, the following: 36 39 (i) A duly executed, acknowledged, recordable Trustee's Deed conveying good and marketable title to the Premises to Tenant.

Purchase Option. (a) The Class B Member Buyer shall, for a period of 365 days commencing on the day after the expiration of the Restricted Period (or any Affiliate of a Class B Member designated by it) shall the "Option Period"), have the right, at any time within one hundred eighty (180) days after the Flip Date, option to acquire all (from NRG all, but not less than all) , of the Class A Membership Interests shares of Common Stock held by NRG (the “Purchase "Option”"), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) In the event that the Buyer determines that it may exercise the Option, it shall, at any time during the Option Period or within the 60 days prior to the commencement of the Option Period, give notice to NRG that it intends to obtain a fair market value determination pursuant to this Section 8.4 (the "Valuation Notice"). The consideration fair market value of the Company shall be determined by one nationally recognized and independent investment bank mutually acceptable to NRG and the Buyer (the "Valuing Investment Bank"), it being understood that for the Transfer purpose of this Section 8.4 an independent investment bank shall be one which is neither affiliated with nor employed as the primary investment banking firm of NRG, the Buyer or the Company. The Buyer shall include in its Valuation Notice a list of at least three (3) investment banks acceptable to the Buyer as the Valuing Investment Bank and satisfying the criteria set forth in the preceding sentence. Upon receipt of such list, NRG shall promptly notify the Buyer which of such investment banks, if any, is acceptable to it. If NRG rejects each such investment bank as unacceptable to it, NRG shall promptly notify the Buyer of the Class A Membership Interests identity of at least three investment banks acceptable to NRG and satisfying the Class B Member pursuant to criteria set forth in the Purchase Option during the period referred to in Section 9.4(a) (second sentence of this paragraph. Upon receipt of such amountnotice, the “Option Purchase Price”Buyer shall promptly notify NRG which of such investment banks, if any, is acceptable to it. NRG and the Buyer shall each act with such promptness and diligence that the procedures described in the foregoing sentences will result in the selection of a Valuing Investment Bank in as short a period of time as practicable. NRG and the Buyer shall each be responsible for 50% of the total fees and expenses charged by the Valuing Investment Bank; provided, however, in the event that the Buyer does not exercise the Option, the Buyer shall be responsible for 100% percent of the total fees and expenses charged by the Valuing Investment Bank. (c) will be the higher of: (i) The Valuing Investment Bank may use, among other methodologies, discounted cash flow, comparable transaction and traded company analyses to determine the fair market value of the Class A Membership Interests Company. In determining the fair market value of the Company, the Valuing Investment Bank shall evaluate the Company (i) without any consideration of the 24 management fee to be paid to the Buyer under Section 9.3, (ii) without factoring in any discount arising from NRG's minority ownership position and limited representation on the Company's Board of Directors, and (iii) without any consideration of any discount applicable to an initial Public Offering. Moreover, to the extent that, as of the Flip Date as agreed time of the valuation determination, financing for the Company or its Subsidiaries or their generation assets is available under terms more favorable than those terms in place, the more favorable financing terms shall be utilized by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal Valuing Investment Bank in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transferits fair market value determination; provided, however, that to the obligation extent the financing for any of the Class B Member to pay Subsidiaries at the time of such expenses pursuant to this sentence valuation is on substantially the same material economic terms as the financing for such Subsidiary on the date hereof, such financing terms shall not exceed $***be utilized by the Valuing Investment Bank in its fair market value determination. (ed) In the event that the Buyer wishes to exercise the Option, the aggregate price payable to NRG for its Common Stock (the "Option Price") shall be equal to NRG's Pro Rata Portion of the fair market value of the Company (on a consolidated basis) as determined by the Valuing Investment Bank pursuant to Section 8.4(c) above. The Class B Member may transfer its rights set forth in this Section 9.4 Buyer shall exercise the Option by providing written notice to any NRG prior to the expiration of its Affiliatesthe Option Period, which notice shall be irrevocable.

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) Lessee shall have the right, at any time within one hundred eighty option (180exercisable by --------------- giving Lessor irrevocable written notice (the "Purchase Notice") days after the Flip Dateof Lessee's --------------- election, to acquire all (but exercise such option not less than allten (10) days prior to the date of purchase pursuant to such option) to purchase one or more of the pieces of Equipment on the date specified in such Purchase Notice, which date must occur prior to the date which is six months prior to the Maturity Date, at a price equal to the Termination Value (the "Purchase Option Price") (which the parties -------------------- do not intend to be a "bargain" purchase price) of the Class A Membership Interests (the “Purchase Option”)such piece of Equipment; provided, upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election however, that Lessee shall only have such option with respect to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for less than all of the Class A Member’s incurred costs Equipment if no Lease Default or Lease Event of Default shall have occurred and expenses (including the costs of any appraisal referred be continuing. If Lessee exercises its option to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer purchase one or more of the Class A Membership Interests to the Class B Member pieces of Equipment pursuant to this Section 20.1 (the "Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members-------- Option"), and (ii) $***. (c) If the Purchase Option is exercised, the closing Lessor shall transfer to Lessee or Lessee's designee all of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all Lessor's ------ right, title and interest in and to such piece of Equipment as of the Class A Membership Interestsdate specified in the Purchase Notice upon receipt of the Purchase Option Price and all Rent and other amounts then due and payable under this Lease and any other Operative Agreement, free in accordance with Section 19.1. Notwithstanding the foregoing, (A) Lessee on not less than three (3) days prior notice may exercise the Purchase Option to purchase one or more pieces of Equipment if the purchase of such Equipment will cure an Event of Default and clear of all Liens other than Permitted Encumbrances; (B) if a purchase option held by a sublessee or licensee of a piece of Equipment has been exercised, then Lessee may exercise the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto Purchase Option with respect to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer piece of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing Equipment even if a Lease Default or Lease Event of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Default has occurred. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member Notwithstanding anything in this Agreement to the contrary, on or at any time after (i) the commencement of an Insolvency or Liquidation Proceeding, (ii) the acceleration of the Priority Lien Obligations, (iii) the exercise or undertaking of any enforcement action, or rights of set-off, in respect of any Collateral by any Priority Lien Secured Parties under any Priority Lien Document, (iv) the occurrence of any payment event of default under any Priority Lien Document, (v) the delivery of any Priority Lien Release Notice or any Affiliate failure of a Class B Member designated by itthe Priority Lien Agent to deliver any required Priority Lien Release Notice in accordance with this Agreement, (vi) shall the proposal of any DIP Financing or (vii) the delivery of any Section 363 Notice or the occurrence of any Section 363 Event, each of the holders of the Second Lien Debt and each of their respective Affiliates or designees (such holders and their respective Affiliates that make such election, the “Second Lien Purchasers”) will have the several right, at their respective sole option and election (but will not be obligated), at any time upon prior written notice from (or on behalf of) the Second Lien Purchasers to the Priority Lien Agent, to purchase from the Priority Lien Secured Parties (it being understood and agreed that if Fairfax shall have exercised such right at any time it shall have preference over any such right of any other Second Lien Purchasers) (A) all (but not less than all) Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (B) if applicable, all loans (and related obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase. Promptly following the receipt of such notice, the Priority Lien Agent will deliver to the Second Lien Representatives a statement of the amount of Priority Lien Debt, other Priority Lien Obligations (other than any Priority Lien Obligations constituting Excess Priority Lien Obligations) and DIP Financing (including interest, fees, expenses and other obligations in respect of such DIP Financing) provided by any of the Priority Lien Secured Parties, if any, then outstanding and the amount of the cash collateral requested by the Priority Lien Agent to be delivered pursuant to Section 3.06(b)(ii) below. The right to purchase provided for in this Section 3.06 will expire unless, within one hundred eighty (180) days 10 Business Days after the Flip Datereceipt by the Second Lien Representatives of such notice from the Priority Lien Agent, any Second Lien Representative delivers to acquire the Priority Lien Agent an irrevocable commitment of the Second Lien Purchasers to purchase (A) all (but not less than all) of the Class A Membership Interests Priority Lien Obligations (the “Purchase Option”)including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (B) if applicable, upon giving the Class A Member thirty all loans (30and related obligations, including interest, fees and expenses) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked provided by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member Priority Lien Secured Parties in connection with a DIP Financing and to otherwise complete such Exercise Notice being given and purchase on the Class A Member’s activities related theretoterms set forth under this Section 3.06. (b) The consideration for On the Transfer date specified by any Second Lien Representative (on behalf of the Class A Membership Interests Second Lien Purchasers) in such irrevocable commitment (which shall not be less than five Business Days nor more than 15 Business Days, after the receipt by the Priority Lien Agent of such irrevocable commitment), the Priority Lien Secured Parties shall sell to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: Second Lien Purchasers (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member all (or, if they are unable to agree upon a single appraiser within fifteen but not less than all) Priority Lien Obligations (15including unfunded commitments) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (ii) $***if applicable, all loans (and related obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such sale, subject to any required approval of any Governmental Authority then in effect, if any, and only if on the date of such sale, the Priority Lien Agent receives the following: (i) payment, as the purchase price for all Priority Lien Obligations sold in such sale, of an amount equal to the full amount of (i) all Priority Lien Obligations (other than outstanding letters of credit as referred to in clause (ii) below) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (ii) if applicable, all loans (and related obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing then outstanding (including principal, interest, fees, reasonable attorneys’ fees and legal expenses, but excluding contingent indemnification obligations for which no claim or demand for payment has been made at or prior to such time); provided that in the case of Hedging Obligations that constitute Priority Lien Obligations the Second Lien Purchasers shall cause the applicable agreements governing such Hedging Obligations to be assigned and novated or, if such agreements have been terminated, such purchase price shall include an amount equal to the sum of any unpaid amounts then due in respect of such Hedging Obligations, calculated using the market quotation method and after giving effect to any netting arrangements; (ii) a cash collateral deposit in such amount as the Priority Lien Agent determines is reasonably necessary to secure the payment of any outstanding letters of credit constituting Priority Lien Obligations that may become due and payable after such sale (but not in any event in an amount greater than one hundred five percent (105%) of the amount then reasonably estimated by the Priority Lien Agent to be the aggregate outstanding amount of such letters of credit at such time), which cash collateral shall be (A) held by the Priority Lien Agent as security solely to reimburse the issuers of such letters of credit that become due and payable after such sale and any fees and expenses incurred in connection with such letters of credit and (B) returned to the Second Lien Collateral Agent (except as may otherwise be required by applicable law or any order of any court or other Governmental Authority) promptly after the expiration or termination from time to time of all payment contingencies affecting such letters of credit (and, in all events, within 5 Business Days after Priority Lien Agent’s knowledge of such expiration or termination); and (iii) any customary agreements, documents or instruments which the Priority Lien Agent may reasonably request pursuant to which the applicable Second Lien Representatives (or any other representative appointed by the holders of a majority in aggregate principal amount of the Second Lien Debt then outstanding) and the Second Lien Purchasers in such sale expressly assume and adopt all of the obligations of the Priority Lien Agent and the Priority Lien Secured Parties under the Priority Lien Documents and in connection with loans (and related obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing on and after the date of the purchase and sale and the applicable Second Lien Representatives (or any other representative appointed by the holders of a majority in aggregate principal amount of the Second Lien Debt then outstanding) becomes a successor agent thereunder. (c) If Such purchase of the Purchase Option is exercised, Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the closing Priority Lien Secured Parties in connection with a DIP Financing shall be made on a pro rata basis among the Second Lien Purchasers giving notice to the Priority Lien Agent of their interest to exercise the purchase option hereunder according to each such Transfer Second Lien Purchaser’s portion of the Second Lien Debt outstanding on the date of purchase or such portion as such Second Lien Purchasers may otherwise agree among themselves. Such purchase price and cash collateral shall occur on be remitted by wire transfer in federal funds to such bank account of the Priority Lien Agent as the Priority Lien Agent may designate in writing to the Second Lien Collateral Agent for such purpose. Interest shall be calculated to but excluding the Business Day that is (i) sixty (60) calendar days after on which such sale occurs if the applicable Exercise Notice is given or (ii) amounts so paid by the Second Lien Purchasers to the bank account designated by the Priority Lien Agent are received in such bank account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such Business Day if the amounts so paid by the Second Lien Purchasers to the bank account designated by the Priority Lien Agent are received in such bank account later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commissionthan 12:00 noon, New York City time. (d) If Such sale shall be expressly made without representation or warranty of any kind by the Purchase Option is exercisedPriority Lien Secured Parties as to the Priority Lien Obligations, at the closing Collateral or otherwise and without recourse to any Priority Lien Secured Party, except that the Priority Lien Secured Parties shall represent and warrant severally as to the Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Transfer, Priority Lien Secured Parties in connection with a DIP Financing then owing to it: (i) that such applicable Priority Lien Secured Party own such Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Class B Member shall pay the consideration described Priority Lien Secured Parties in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in connection with a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), DIP Financing; and (ii) that such applicable Priority Lien Secured Party has the Class A Member shall take the following actions: (A) the Class A Member shall Transfer necessary corporate or other governing authority to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to assign such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***interests. (e) The Class B Member may transfer its After such sale becomes effective, the outstanding letters of credit will remain enforceable against the issuers thereof and will remain secured by the Priority Liens upon the Collateral in accordance with the applicable provisions of the Priority Lien Documents as in effect at the time of such sale, and the issuers of letters of credit will remain entitled to the benefit of the Priority Liens upon the Collateral and sharing rights set forth in the proceeds thereof in accordance with the provisions of the Priority Lien Documents as in effect at the time of such sale, as fully as if the sale of the Priority Lien Debt had not been made, but only the Person or successor agent to whom the Priority Liens are transferred in such sale will have the right to foreclose upon or otherwise enforce the Priority Liens and only the Second Lien Purchasers in the sale will have the right to direct such Person or successor as to matters relating to the foreclosure or other enforcement of the Priority Liens. (f) Each Grantor irrevocably consents to any assignment effected to one or more Second Lien Purchasers pursuant to this Section 9.4 3.06 (so long as they meet all eligibility standards contained in all relevant Priority Lien Documents, other than obtaining the consent of any Grantor to any an assignment to the extent required by such Priority Lien Documents; provided, that for purposes of determining such eligibility standards Fairfax Financial Holdings Limited and its AffiliatesAffiliates and subsidiaries shall not be deemed to be Affiliates of the Company and shall, in all events, be deemed to meet all eligibility standards contained in all relevant Priority Lien Documents) for purposes of all Priority Lien Documents and hereby agrees that no further consent from such Grantor shall be required.

Purchase Option. (a) The Class B Member If (i) your employment with the Company or a Related Entity terminates for any Affiliate reason at any time or (ii) a Change of a Class B Member designated by itControl occurs, the Company and/or its designee(s) shall have the rightoption (the "Purchase Option") to purchase, and if the Purchase Option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise an Option by bequest or inheritance in the event of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than allCompany's option) of the Class A Membership Interests (Option Shares and/or the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked or Options held by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs Grantor (such Option Shares and expenses (including the costs of any appraisal Option or Options collectively being referred to in Section 9.4(b) and as the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto"Purchasable Shares"). (b) The consideration Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your employment or engagement or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate. (c) The purchase price to be paid for the Transfer of the Class A Membership Interests to the Class B Member Purchasable Shares purchased pursuant to the Purchase Option during shall be, in the period referred to in Section 9.4(a) (such amountcase of any Option Shares, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests Fair Market Value per share as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If date of notice of exercise of the Purchase Option is exercisedtimes the number of shares being purchased, in the case of the First Option, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after Fair Market Value per share less the applicable per share First Option Exercise Notice is given or (ii) Price, times the number of Exercisable Shares subject to such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment First Option which are being purchased, and filed separately with in the Commission. (d) If the Purchase Option is exercised, at the closing case of the TransferSecond Option, (i) the Class B Member shall pay Fair Market Value per share less the consideration described in Section 9.4(b) (by wire transfer applicable per share Second Option Exercise Price, times the number of immediately available United States dollars Exercisable Shares subject to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member Second Option which are being purchased. The purchase price shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.paid in

Purchase Option. (a) The Class B Member (or any Affiliate Each holder of a Class B Member designated by it) Series Q Preferred Stock shall have the rightoption for a period of twenty (20) days from such holder’s receipt of the Sale Notice from the Company set forth in Section 7(a) to elect to purchase such holder’s pro rata share of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Sale Notice. Each holder may exercise such purchase option and, thereby, purchase all or any portion of his, her or its pro rata share (with any reallotments as provided below) of the Offered Shares, by notifying the Company in writing, before expiration of the twenty (20) day period as to the number of such shares which he, she or it wishes to purchase (including any reallotment). Each holder’s pro rata share of the Offered Shares shall be a fraction of the Offered Shares, of which the number of shares of Common Stock issuable upon conversion of the Series Q Preferred Stock owned by such holder on the date of the Sale Notice shall be the numerator and the total number of shares of Common Stock issuable upon conversion of the Series Q Preferred Stock held by all holders of Series Q Preferred Stock on the date of the Sale Notice shall be the denominator. Each holder shall have a right of reallotment such that, if any other holder fails to exercise the right to purchase its full pro rata share of the Offered Shares, the other participating holders may exercise an additional right to purchase, on a pro rata basis, the Offered Shares not previously purchased. Each holder shall be entitled to apportion Offered Shares to be purchased among its partners and affiliates, provided that such holder notifies the Company of such allocation. If a holder gives the Company notice that it desires to purchase its pro rata share of the Offered Shares and, if applicable, its reallotment, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at any a place agreed upon between the parties and at the time within one hundred eighty of the scheduled closing therefor, which shall be no later than forty-five (18045) days after the Flip Date, to acquire all (but not less than all) holder’s receipt of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Sale Notice, if given, may be revoked by unless the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Sale Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon contemplated a single appraiser within fifteen (15) days, by appraisal in accordance later closing with the Appraisal Method, which shall be final and binding on all Membersprospective third party purchaser(s), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) Subject to the conditions contained herein, the Lessee shall have the rightoption on any Scheduled Payment Date to purchase (or cause its designee to purchase) all (and not less than all) the Property at a price equal to the sum of (x) the Lease Balance on the date of such purchase plus (y) all accrued and unpaid Basic Rent on the date of such purchase plus (z) all Supplemental Rent (including Break Costs) due and owing on the date of such purchase after giving effect thereto (the "Purchase Option Price"). The Lessee's exercise of its option pursuant to this Section 18.1 shall be subject to the following conditions: (i) the Lessee shall have delivered a Purchase Notice to the Lessor not less than ninety (90) days prior to such purchase (or, at in the case of a purchase on or before any time within Scheduled Payment Date in the last year of the Term, one hundred eighty (180) days after prior to such purchase) which Purchase Notice shall specify the Flip Date, to acquire all date of such purchase; and (but not less than allii) no Lease Event of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise NoticeDefault shall have occurred and then be continuing or, if givena Lease Event of Default shall then be continuing, may be revoked by Lessor shall not have commenced the Class B Member by written notice exercise of remedies as a consequence thereof. If the Lessee exercises its option to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for purchase all of the Class A Member’s incurred costs and expenses Property pursuant to this Section 18.1 (including the costs "Purchase Option") then, upon the Lessor's receipt of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member all amounts due in connection with such Exercise Notice being given and therewith, the Class A Member’s activities related thereto. (b) The consideration for Lessor shall transfer to the Transfer Lessee or its designee all of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all Lessor's right, title and interest in and to the Class A Membership InterestsProperty in accordance with the procedures set forth in Section 21.1(a), free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall such transfer to be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer effective as of the Class A Membership Interests contemplated by this Section 9.4date specified in the Purchase Notice. Upon The Lessee may designate, in a notice given to the Lessor not less than ten (10) Business Days prior to the closing of such Transferpurchase (time being of the essence), the transferee or transferees to whom the conveyance shall be made (1if other than to the Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) all of be made to such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transferdesignee; provided, however, that the obligation such designation of the Class B Member to pay such expenses pursuant to this sentence a transferee or transferees shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 cause the Lessee to be released, fully or partially, from any of its Affiliates.Obligations, including, without limitation, the obligation to pay to the Lessor the Purchase Option Price on the date specified in the applicable Purchase Notice. Master Lease

Purchase Option. Provided that at the time Tenant exercises its rights under this Section 33.2: (ai) The Class B Member this Lease remains in full force and effect, (or any Affiliate of a Class B Member designated ii) there is not then an outstanding Default by itTenant under this Lease which has continued beyond applicable notice and cure periods, and (iii) shall have the right, at any time within Tenant is occupying one hundred eighty percent (180) days after the Flip Date, to acquire all (but not less than all100%) of the Class A Membership Interests Premises, then and in such event Tenant shall have a one-time option to purchase the Property at the end of the initial Term or provided that the damage or destruction was not caused by the gross negligence or intentional misconduct of any Tenant Party, if this Lease shall have terminated by reason of the provisions contained in Section 21.2.1 or 21.2.2 above (the “"Purchase Option”"). The Purchase Option may be exercised by Tenant sending written notice (the "Purchase Option Exercise Notice") to Landlord during the time period commencing on the date that is eighteen (18) months prior to the expiration of the initial Term and ending on the date that is nine (9) months prior to the expiration of the initial Term (the "Option Period"), upon giving provided in the Class A Member thirty (30) calendar days’ prior written notice of an election event Tenant is entitled to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Noticefollowing a termination of this Lease under Section 21.2.1 or 21.2.2, if given, Tenant may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to exercise the Purchase Option by delivering the Purchase Option Exercise Notice to Landlord within thirty (30) days following such termination. In the event that Tenant fails to deliver a Purchase Option Exercise Notice during the period referred Purchase Option Period, then Tenant’s Purchase Option shall be deemed void and of no further force or effect. In the event that Tenant timely delivers the Purchase Option Exercise Notice to in Section 9.4(a) Landlord, then the purchase price (such amount, the “"Option Purchase Price”") will to be paid by Tenant to Landlord for the Property shall be the higher greater of: (iA) the fair market value of an occupied rental property with a comparable use; or (B) a seven and one-half percent (7.5%) capitalization rate derived from market rental rates for industrial properties in the Class A Membership Interests as relevant competitive market. Landlord and Tenant shall negotiate in good faith regarding the amount of the Flip Date as agreed by Option Purchase Price for a period of up to thirty (30) days following Tenant’s exercise of the Class A Member and Purchase Option. In the Class B Member orevent the parties fail to reach agreement within such thirty (30) day period, if they are unable to agreeat the election of either party, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal Option Purchase Price shall be determined in accordance with the Appraisal Methodterms of Section 32.2.2, below. Until the Option Purchase Price is finally determined, Tenant’s obligation to fund five percent (5%) of the Option Purchase Price into escrow as provided in Section 33.2.1, below, shall be based upon Tenant’s determination of the Option Purchase Price. In the event the final Option Purchase Price is determined to be different than Tenant’s determination, Tenant shall fund the escrow account in the amount of such discrepancy, or the escrow agent shall refund to Tenant the amount of such discrepancy, as applicable, within ten (10) business days following final determination of the Option Purchase Price. Landlord acknowledges that following Tenant’s timely exercise of the Purchase Option in accordance with this Section 33.2, Tenant may designate a different person or entity to take title to the Property at the closing. 33.2.1. If Landlord timely receives a Purchase Option Exercise Notice from Tenant, then (i) the parties shall cooperate and coordinate in good faith to arrange for the closing to occur upon the expiration of the initial Term, (ii) the closing shall be conducted in accordance with local custom and practice regarding the closing prorations and adjustments and responsibility for closing costs and recording fees, (iii) Tenant shall place into escrow, with an escrow agent satisfactory to Landlord and Tenant, exxxxxx money in the amount of five percent (5%) of the Option Purchase Price no later than the expiration of the Purchase Option Exercise Period, which shall serve as liquidated damages to Landlord in the event that Tenant fails to close on the Property, (iv) Tenant shall accept the Property “AS IS,” “WHERE IS,” and “WITH ALL FAULTS,” with no warranty or representation of any nature whatsoever, and (v) at the closing, the Option Purchase Price shall be payable in cash or other method acceptable to Landlord. 33.2.2. Any disputes regarding the provisions of this Section 33.2, including but not limited to any disputes regarding the Option Purchase Price, shall be resolved by arbitration as follows: the parties shall promptly meet and confer to attempt in good faith to resolve such dispute, and if such dispute is not resolved within thirty (30) days after Landlord or Tenant delivers written notice of such dispute to the other, the parties shall direct the local office of the JAMS to appoint an arbitrator who shall have a minimum of ten (10) years’ experience in commercial real estate disputes and who shall not be affiliated with either Landlord or Tenant and has not worked for either party or its affiliates at any time during the prior ten (10) years. Both Landlord and Tenant shall have the opportunity to present evidence and outside consultants to the arbitrator. The arbitration shall be conducted in accordance with the expedited commercial arbitration rules of the JAMS insofar as such rules are not inconsistent with the provisions of this Lease (in which case the provisions of the Lease shall govern). The cost of the arbitration (exclusive of each party’s witness and attorneys’ fees, which shall be paid by such party) shall be borne equally by the parties. The arbitrator’s decision shall be final and binding on all Members), and (ii) $***upon the parties. 33.2.3. Tenant acknowledges that a Purchase Option Memorandum (as defined in the Purchase Agreement) has been recorded against the Premises to reflect the Purchase Option set forth herein. In the event that: (a) Tenant fails to timely and properly exercise the Purchase Option during the Option Period; (b) Tenant assigns its rights under this Lease or otherwise subleases all or any portion of the Premises other than in the case of a Permitted Transfer; (c) If this Lease is terminated for any reason (other than by reason of a casualty); or (d) Tenant fails to timely exercise the Purchase Option is exercisedfollowing termination of the Lease by reason of a casualty, then the closing Purchase Option shall be deemed terminated and of no force or effect and Landlord shall be entitled to record the Termination of Purchase Option Memorandum (as defined in the Purchase Agreement). Tenant agrees to promptly execute and deliver any such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date further documents as may be required reasonably requested by Landlord to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If remove the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice Memorandum from record title to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Premises. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) a. All of the Class A Membership Interests Stock shall be subject to the right and option of Armanino to repurchase txx Xxxxx (the “"Purchase Option”") (as set forth in this Section 3) in the event (i) Employee terminates the Agreement prior to the expiration of its term or (ii) the Agreement is terminated by Armanino for just cause xxxxx xx the expiration of its term (collectively, a "Termination"), . The Purchase Option shall come into effect immediately upon a Termination as follows: (1) If a Termination giving rise to the Class A Member thirty (30) calendar days’ prior written notice of an election right to exercise the Purchase Option occurs on or prior to March 1, 1997 (the “Exercise Notice”"Vesting Commencement Date"). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during shall apply to 100% of the period referred Stock. i. If a Termination giving rise to in Section 9.4(a) (such amountthe right to exercise the Purchase Option occurs after the Vesting Commencement Date, the “Purchase Option Purchase Price”) will be the higher of: (i) the fair market value shall apply to that portion of the Class A Membership Interests as Stock which is a fraction of 100% of the Flip Date as agreed by Stock, the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, numerator of which shall be final and binding on all Members)a number equal to 36 minus the total number of full calendar months elapsed from September 1, 1996 to the date of Termination, and (ii) $***the denominator of which shall be 36. b. The Purchase Option shall be exercisable at the Issue Price (c) If the "Option Price"). c. Within 90 days following a Termination, the Armanino shall notify Emxxxxxx xy written notice delivered or mailed as provided in subparagraph 8.c, as to whether it wishes to purchase the Stock pursuant to exercise of the Purchase Option is exercisedOption. If Armanino (or its assignex) xxxxxs to purchase the Stock hereunder, the closing of such Transfer it shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later set a date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfertransaction at a place and time specified by Armanino, which date shaxx xxx xe more than 30 days after the date of such notice. At such closing, Armanino (or its assignex) xxxxx tender payment for the Stock and Employee shall duly endorse to Armanino (or its assignex) xxx xertificate or certificates representing the Stock, and the certificates representing the Stock so purchased shall be cancelled. d. Notwithstanding the above, upon "change in control" of Corporation, as defined below, the Purchase Option shall immediately terminate. For purposes of this Agreement, a "change in control" shall mean (i) consolidation or merger of Corporation in which Corporation is not the Class B Member shall pay surviving entity or in which there is a change in the consideration described ownership of more than fifty percent (50%) of the outstanding capital stock of Corporation in Section 9.4(b) (by wire transfer one transaction or a series of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option)related transactions, and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, sale of substantially all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon assets of Corporation, or (iii) a change in more than fifty percent (50%) of the closing directors of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights Corporation which occurs as a Member, and (3) all result of a contested election for the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject board of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***directors. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member Each Shareholder hereby grants to Acquisition Sub an irrevocable option (the "Purchase Option") to purchase for cash, in the manner set forth in this Section 3, all of the Subject Shares (including Subject Shares acquired after the date hereof by such Shareholder) beneficially owned by such Shareholder at a price (the "Exercise Price") per share equal to the Offer Price. At any time prior to the termination of the Purchase Option hereunder, Acquisition Sub (or any Affiliate an affiliate of a Class B Member designated by itAcquisition Sub) shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to may exercise the Purchase Option if, but only if, the Acquisition Agreement is terminated pursuant to Section 8.01(e) or 8.01(f) thereof. (b) Acquisition Sub shall exercise the Purchase Option by giving written notice (the “"Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice ") to the Class A Member at any timeShareholder within ten business days after the Purchase Option becomes exercisable; provided that if the Purchase Option cannot be exercised by reason of any applicable judgment, decree, order, injunction, law or regulation, the Purchase Option shall be exercisable for the ten business day period commencing on the date such impediment to exercise has been removed or has become final and not subject to appeal, but in no event shall the Purchase Option be exercisable after 45 days following the Termination Date (as defined in the Acquisition Agreement, as amended from time to time). The Exercise Notice is so revoked, shall specify the Class B Member shall reimburse place and date (not earlier than three nor later than ten business dates from the Class A Member for all date of the Class A Member’s incurred costs Exercise Notice) for closing such purchase (a "Closing"). Acquisition Sub's obligation to purchase the Subject Shares upon the exercise of the Purchase Option and expenses each Shareholder's obligation to sell his, her or its Subject Shares upon the exercise of the Purchase Option are subject to the conditions that (including i) no preliminary or permanent injunction or other order prohibiting the costs purchase, sale or delivery of the Subject Shares is in effect, (ii) the applicable waiting period required for the purchase of Subject Shares under the Hart-Xxxxx-Xxxxxx Xxx of 1976 will have expired and (iii) all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member court, administrative agency or other governmental entity, if any, required in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer purchase of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***Subject Shares have been obtained or made. (c) If At the Purchase Option is exercisedClosing, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given each Shareholder shall deliver to Acquisition Sub a certificate or certificates in definitive and proper form representing such Shareholders' Subject Shares and (ii) such later date as may be required Acquisition Sub shall deliver to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions each Shareholder the aggregate Exercise Price for the Subject Shares so being purchased by wire transfer of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commissionimmediately available funds. (d) If a Closing shall have occurred, and within six months of such Closing Acquisition Sub (or an affiliate thereof) sells to an unaffiliated third party some or all of the Purchase Option is exercisedShares acquired by Acquisition Sub at such Closing, Acquisition Sub (or an affiliate) shall, within five business days of such sale, pay over to the Shareholders an amount in cash equal to the Profit earned by Acquisition Sub (or its affiliate) in such sale. Such Profit shall be paid pro rata to those Shareholders whose Subject Shares were acquired at the closing Closing, based on the number of the Transfer, (i) the Class B Member shall pay the consideration described in Subject Shares acquired by Acquisition Sub from each such Shareholder. For purposes of this Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option3(d), and (ii) "Profit" means the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.product of

Purchase Option. Provided the Lease is in full force and effect, Landlord hereby gives and grants to Tenant the option (the “Option”) to purchase Landlord’s Estate for the Option Price in accordance with the provisions of this Section 35.1. Such Option shall be exercisable and subject to the following provisions: (a) At any time between two hundred seventy (270) days prior to the commencement of the thirty first (31st) Lease Year and sixty (60) days prior to the commencement of the thirty first (31st) Lease Year (the "Option Exercise Window"), Tenant may exercise the Option by giving written notice (the "Purchase Option Notice") to Landlord. The Class B Member Purchase Option Notice shall be deemed an irrevocable obligation of Tenant (or any Affiliate its assignee) to purchase the Landlord's Estate and of Landlord to sell Landlord's Estate shall be accompanied by: (1) one original of the Purchase and Sale Agreement, which is attached as Exhibit B, (the "Purchase and Sale Agreement") and (2) a Class B Member designated by itnon-refundable deposit in an amount equal to five percent (5%) shall have (the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all"Option Purchase Deposit") of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election Option Price. If Tenant fails to timely exercise the Purchase Option (during the “Option Exercise Notice”). Any Exercise Notice, if given, may be revoked by Window in accordance with the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revokedterms of this Section 35.1, the Class B Member Option shall reimburse the Class A Member for all be deemed terminated and of the Class A Member’s incurred costs no further force and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related theretoeffect. (b) The consideration closing date (a "Closing Date") for the Transfer exercised Option shall be (x) during the ninety (90) day period prior to commencement of the Class A Membership Interests thirty first (31st) Lease Year, or (y) a date mutually agreed by Landlord and Tenant. Tenant shall pay to Landlord the Class B Member pursuant to Option Price, less the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be Deposit, at the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***Closing. (c) If Tenant shall pay all costs and expenses of third party reports and investigations desired by Tenant, including, without limitation, title review and insurance and survey, and all recording fees, transfer taxes and fees, conveyance taxes and fees, and similar fees and escrow fees payable in connection with the Purchase conveyance. Landlord and Tenant shall each pay their respective legal fees and expenses incurred in connection exercise of such Option is exercised, and the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given purchase. All costs, fees, charges and expenses incurred by or (ii) such later date as may be required to obtain imposed by any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately Fee Mortgagee in connection with the Commission. (d) If the Purchase exercise of such Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transferpurchase shall be paid by Landlord. Notwithstanding anything to the contrary contained herein, (1) all Tenant’s Option and right to purchase pursuant to thereto shall be subject to the express condition that no uncured Event of Default shall exist hereunder at the time of exercise of such Class A Member’s obligations and liabilities associated with Option or at the Class A Membership Interests that are the subject time of closing of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***purchase. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) Lessee shall have the rightoption (the "Purchase Option") and, at any time within one hundred eighty (180) days after if Lessee is deemed to have elected this Purchase Option, Lessee shall have the Flip Dateobligation, to acquire all (purchase all, but not less than all) , Items of Equipment on the Class A Membership Interests Initial Term Expiration Date or the Renewal Term Expiration Date, as the case may be, at a price (the “"Purchase Option”), upon giving Option Price") equal to the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise amount shown in the following table for the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice Price corresponding to the Class A Member at any time; provided that if applicable Initial Term Expiration Date or Renewal Term Expiration Date, as the Exercise Notice is so revokedcase may be, the Class B Member shall reimburse the Class A Member for all and in each case plus applicable sales taxes: Initial Term Expiration Date or Corresponding Purchase Option Price Renewal Term Expiration Date --------------------------------------------------------------------------------- Initial Term Expiration Date $192,375.00 First Renewal Term Expiration Date $122,535.00 Second Renewal Term Expiration Date $45,000.00 Payment of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during Price, applicable sales taxes and all other amounts due and owing by Lessee under the period referred to in Section 9.4(aLease (including, without limitation, Rent) (such amounton or before the Initial Term Expiration Date or the Renewal Term Expiration Date, as the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member orcase may be, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding made on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars funds against delivery of a xxxx of sale transferring to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, Lessee all right, title and interest of Lessor in and to the Class A Membership InterestsEquipment ON AN "AS IS" "WHERE IS" BASIS, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and executeWITHOUT ANY WARRANTIES, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***LESSOR HEREBY SPECIFICALLY DISCLAIMS ANY SUCH REPRESENTATIONS AND WARRANTIES AND MAY INCLUDE THESE AND OTHER DISCLAIMERS IN ANY SALE DOCUMENTATION. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. The Company and the "REMAINING MEMBERS" (a) The Class B I.E., the Members other than the Member (who is subject to the Involuntary Transfer or any Affiliate of a Class B Member designated by itInsolvency Event) shall have the rightoption, at any time within one hundred eighty exercisable by written notice to the Member undergoing the Involuntary Transfer or Insolvency Event (180hereinafter referred to as the "INVOLUNTARY TRANSFEROR") days after the Flip Dateor to its successor or legal representative, as appropriate, to acquire all (purchase all, but not less than all) , of the Class A Membership Interests Interest of the Involuntary Transferor (the “Purchase Option”"TRANSFER INTEREST"). The purchase price to be paid to the Involuntary Transferor shall be determined pursuant to Section 7.6(d) and the payment terms shall be as set forth in Section 7.6(e). The Company shall have the first option to purchase the Transfer Interest, upon giving the Class A Member which option must be exercised within thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice date the Company is given deemed to receive notice of the Involuntary Transfer or Insolvency Event. In the event the Company fails to exercise its option with respect to the Transfer Interest within said thirty (ii30) such later date as may be required day period, then for a period of thirty (30) days commencing on the day following the Company's option period, the Remaining Member(s) shall have the option to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with purchase the Commission. (d) If the Purchase Option is exercised, Transfer Interest at the closing same price and on the same terms. If there exists more than one Remaining Member at the time such option becomes available, each Remaining Member may purchase that percentage of the Transfer, (i) Transfer Interest which bears the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts same ratio as the Class A membership interest of such Remaining Member may designate in a written notice bears to the Class B aggregate membership interests of all Remaining Members. In the event that a Remaining Member no later than five (5) Business Days prior to does not purchase the closing date for full amount of the Transfer pursuant Interest which such Remaining Member is entitled to purchase, the Purchase Option)other Remaining Members may purchase the excess on a PRO RATA basis, and the thirty (ii30) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member day period specified above shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are extended as necessary to effectuate the Transfer of the Class A Membership Interests contemplated by accommodate this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***process. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) Subject to Section 5.1(e), Lessor hereby grants to Lessee the exclusive and irrevocable option (the "Purchase Option") to purchase either or both Properties and, with respect to the Traville Facility, Lessor's interest in the Ground Lease, as of any date (the "Purchase Date") for (i) in the event that Lessee exercises the Purchase Option with respect to only the Traville Facility, the Traville Lease Balance, plus, without duplication, any other amounts then due and owing under the Operative Documents, (ii) in the event that Lessee exercises the Purchase Option with respect to only the Manufacturing Facility, the LEASE AGREEMENT (HGSI) Manufacturing Lease Balance, plus, without duplication, any other amounts then due and owing under the Operative Documents, or (iii) in the event that Lessee exercises the Purchase Option with respect to both Properties, the Lease Balance, plus, without duplication, any other amounts then due and owing under the Operative Documents (less any amounts actually paid by Lessee under Section 8.1(b) of the Participation Agreement). Such purchase and sale shall be effected in accordance with Article XV. (b) The Class B Member (or any Affiliate of a Class B Member designated Purchase Option shall be exercisable by it) shall have the right, at any time within notice to Lessor given not later than one hundred eighty (180) days after prior to the Flip Purchase Date and in any event, unless Lessee shall have exercised the Remarketing Option with respect to a Property on or before one hundred eighty (180) days prior to the Lease Term Expiration Date, the Purchase Option shall be deemed exercised with respect to acquire such Property (in which event the Purchase Date shall be the Lease Term Expiration Date); provided, however, in the event that Lessee shall not have refinanced the A Loans in accordance with Section 6.11 of the Participation Agreement on or before one hundred eighty (180) days prior to the A Loan Maturity Date, Lessee shall have the same options with respect to the Properties under this Section 5 and Section 7 as it would have had assuming the A Loan Maturity Date is also the Lease Term Expiration Date and the Lease shall expire on the A Loan Maturity Date. (c) On the Purchase Date, Lessee shall pay to Lessor the amounts set forth in clause (i), (ii) or (iii) of Section 5.1(a), as applicable, as the purchase price for the purchased Property or Properties, as applicable (plus all other applicable amounts owing in respect of Rent. (d) Notwithstanding anything to the contrary set forth herein, Lessee shall have the right to exercise the Purchase Option with respect to all of the Properties (but not less than all) of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days following the occurrence of any Lease Event of Default. Notwithstanding the notice provisions of Section 5.1(b), in the event that Lessee elects to exercise the Purchase Option within such five Business Day period following the occurrence of a Lease Event of Default, Lessee's payment to Lessor of the applicable amounts required pursuant to Section 5.1(a)(iii) on or prior to the closing date for fifth Business Day following the Transfer occurrence of a Lease Event of Default shall constitute sufficient notice. In the event that Lessee shall not pay to Lessor the applicable amounts required pursuant to Section 5.1(a)(iii) on or prior to the fifth Business Day following the occurrence of a Lease Event of Default or in the event that Lessee provides Lessor with written notice of its intention not to exercise the Purchase Option)Option during such five day period, and (ii) Lessee's ability to exercise the Class A Member Purchase Option shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***terminate. (e) The Class B Member may transfer its rights Notwithstanding anything to the contrary set forth herein, in this the event that the Lease Commencement Date shall have not yet occurred with respect to both Properties, Lessee may not exercise its Purchase Option with respect to the Property covered by the Lease unless it concurrently exercises its purchase option under Section 9.4 2.6(ix) of the Construction Agency Agreement with respect to any the other Property or the other Property previously had been purchased by Construction Agent pursuant to Section 2.6(ix) of its Affiliates.the Construction Agency Agreement. LEASE AGREEMENT (HGSI)

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) shall have the right, at At any time within one hundred eighty three (1803) days months after the Flip Dateoccurrence of a Board of Managers Impasse or an Event of Default, to acquire all (but not less any Member other than all) of the Class A Membership Interests Member (the “Purchase OptionDeparting Member”)) which is the Impasse Member or the Defaulting Member, upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if givenas applicable, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided Company direct that if the Exercise Notice is so revoked, Company cause its internal accountants to determine the Class B Member shall reimburse the Class A Member for all Current Book Value of the Class A Member’s incurred costs and expenses Company as of the end of the month prior to the giving of such written notice (including the costs of any appraisal referred to in Section 9.4(b“Value Date”) and the reasonable legal counsel fees and disbursements) incurred by resulting Book Value Price of the Class A Member in connection with such Exercise Notice being given and the Class A Departing Member’s activities related theretoInterest The Company shall then cause the Book Value Sale Price Notice to be delivered to each Member. (b) The consideration for Any Member (including without limitation the Transfer of Departing Member) may by written notice (the Class A Membership Interests “Appraisal Notice”) to the Class B Company and each other Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by days after receipt of the Book Value Sale Price Notice direct that the Company (i) order an appraisal in accordance with to determine the Appraisal Method, which shall be final and binding on all Members)Appraised Value of the Company as of the Value Date, and (ii) $***cause the Company’s internal accountants to deliver the Appraised Value Sale Price Notice setting forth the Appraised Value Price for the Departing Member’s Interest. If the Appraised Value of the Company as of the Value Date is more than 105% or less than 95% of the Current Book Value of the Company as of the Value Date, then the cost of the appraisal shall be paid by the Company (except if the Appraisal Notice was given by the Departing Member and the Appraised Value of the Company is less than 95% of the Current Book Value of the Company as of the Value Date, in which event the cost of the appraisal shall be paid by the Departing Member) and the Appraised Value Price of the Departing Member’s Interest shall be the Sale Price. If the Appraised Value of the Company as of the Value Date is 95% or more (but not more than 105%) of the Current Book Value of the Company as of the Value Date, then the cost of the appraisal shall be paid by the Member requesting the appraisal and the Book Value Price of the Departing Member’s Interest shall be the Sale Price. If no Member timely gives the Appraisal Notice, the Book Value Price of the Departing Member’s Interest shall be the Sale Price. Upon the determination of the Sale Price, the Company shall cause written notice thereof (“Final Sale Price Notice”) to be delivered to each Member. (c) If The Members other than the Purchase Option is exercisedDeparting Member shall have the option, but not the closing obligation, to purchase all of the Departing Member’s Interest for the Sale Price as of the Value Date. One (1) or more such Transfer shall occur on Members (the Business Day that is (i“Purchasing Member(s)”) may exercise such option by giving written notice to the Company and each other Member within sixty (60) calendar days after following receipt of the applicable Exercise Notice is given or Final Sale Price Notice. Except as otherwise agreed by the Purchasing Members, the Departing Member’s Interest shall be allocated among the Purchasing Members in proportion to each such Purchasing Member’s Percentage Interest. Effective upon the delivery by any Purchasing Member of such written notice exercising such option, the Departing Member (iiand any Appointed Representative appointed by such Departing Member) shall thereafter have no further voting rights hereunder. (For avoidance of doubt, the Members acknowledge that a Departing Member (and any Appointed Representative appointed by such later date as Departing Member) may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions previously have lost its voting rights hereunder upon an Event of this page have been omitted Default pursuant to a request for Confidential Treatment and filed separately with the CommissionSection 12.2.) (d) If the Purchase Option is exercised, at the The closing of the Transferpurchase of the Departing Member’s Interest (the “Closing”) shall take place at the Company’s principal office on such date as is selected by the Purchasing Members, but in any event not later than ninety (i90) days following the Class B Member last date on which the Purchasing Members have the right to exercise the option to purchase hereunder (the “Closing Date”). The Purchasing Members shall pay the consideration described Sale Price in Section 9.4(bcash on the Closing Date. (e) At the Closing, the Departing Member shall deliver (by wire transfer a) a fully executed counterpart assignment of immediately available United States dollars to such United States bank accounts its Interest in the form attached hereto as Exhibit D, (b) a fully executed Certificate of Representations and Warranties in connection with the Class A Member may designate Interest in the form attached hereto as Exhibit E, (c) a written notice to fully executed resignation of the Class B Member no later than five (5Appointed Representative(s) Business Days prior to of the closing date for Departing Member, effective as of the Transfer pursuant to Closing, unconditionally resigning as a member of the Purchase Option)Board of Managers, and (iid) upon the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B request of any Purchasing Member, all rightconcurrently therewith (or at any time and from time to time thereafter) such other documents and records as the Purchasing Member reasonably determines are necessary or desirable to conclude the Closing and to transfer ownership, title and interest control of the Interest of the Departing Member. The Purchasing Members and the Company shall deliver fully executed counterparts of the assignment in the form attached hereto as Exhibit D. (f) The Company’s outside accountant shall, not later than ninety (90) days after the Closing Date, perform a review of the financial statements of the Company as of the Value Date and prepare and deliver to the Class A Membership InterestsMembers its opinion covering such financial statements as of such date. The Company’s outside accountant shall also perform certain agreed upon procedures on the books of account for the period of time from the Value Date to and including the Closing Date. In that regard, free the Members agree that the amount due the Departing Member by the Purchasing Members shall be adjusted to reflect all relevant activities from the Value Date through the Closing Date such that the Departing Member shall be treated as selling the Interest effective as of the Value Date. The adjustment shall include any capital contributions and clear distributions during such period, and the expenses of all Liens other than Permitted Encumbrances; (B) any appraisal paid by the Class A Member Company and of the Company’s outside accountant’s services shall be deemed to have occurred prior to the Value Date for such purpose. For purposes of example, the Sale Price payable to a Departing Member shall be increased by any capital contributions made by such Departing Member after the representations on Schedule 9 attached hereto Value Date and decreased by any distributions made to such Class B Departing Member after the Value Date. The Company’s outside accountant shall deliver to the Members a detailed statement and explanation (“Final Settlement Statement”) of any adjustments to the consideration paid for the Departing Member’s Interest as a result of any such adjustment. The net amount of adjustments due to one Member or the other shall be due on demand in cash and shall bear interest from the Closing Date until paid at a rate of simple interest per annum equal to the prime rate as set forth from time to time in the Wall Street Journal (but not to exceed the maximum rate then permitted by law). (g) In addition to the above, at the Closing, (a) the Company and each Purchasing Member shall repay in full, in cash, all loans and advances (together with accrued and unpaid interest thereon in accordance with the terms thereof) made by the Departing Member thereto with respect to the Company (other than any Property Loans which may have been made by the Departing Member to the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member), and (3b) the Departing Member shall repay in full, in cash, all the rights, obligations loans and liabilities associated advances (together with accrued and unpaid interest thereon in accordance with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred terms thereof) made by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of Company or by any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B other Member to pay such expenses pursuant the Departing Member with respect to this sentence shall not exceed $***the Company as well as any other amounts due to the Company from the Departing Member. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) Company shall have the rightright and option (the "Purchase Option") to purchase from the registered holders thereof, at a per share purchase price equal to the Purchase Price applicable upon the issuance thereof (the "Option Price"), some or all of any time within one hundred eighty Warrant Shares then issued upon the exercise of this Warrant (180the "Purchase Shares") days after in the Flip Date, to acquire all (but not less than all) event of the Class A Membership Interests following: (i) the “Purchase Option”occurrence on or prior to December 31, 1999 of a Section 4.4 Event (as defined in the Agreement), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise provided, that, the Purchase Option may -------- ---- then be exercised only if, and to the extent that, the sum of the total number of Purchase Price Shares and Warrant Shares then issued is greater than 100,000 (as adjusted pursuant to Section 2 of this Warrant); (ii) the “Exercise Notice”). Any Exercise NoticeAgreement is terminated on December 31, if given, may be revoked 1999 pursuant to Section 3.2 of the Agreement by the Class B Member by written notice AtHand Members for their own convenience, provided, that, the Purchase Option may then be exercised only if, and to the Class A Member at any time; provided that if the Exercise Notice is so revoked-------- ---- extent that, the Class B Member shall reimburse the Class A Member for all sum of the Class A Member’s incurred costs total number of Purchase Price Shares and expenses Warrant Shares then issued is greater than 233,750 (including as adjusted pursuant to Section 2 of this Warrant); or (iii) the costs occurrence subsequent to December 31, 1999, but not subsequent to October 31, 2000, of any appraisal referred a Section 4.4 Event, provided, that, the -------- ---- Purchase Option may then be exercised only if, and to in the extent that, the sum of the total number of Purchase Price Shares and Warrant Shares then issued is greater than 233,750 (as adjusted pursuant to Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto2 of this Warrant). (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to Company may exercise the Purchase Option during by delivering or mailing to the period referred to in Section 9.4(aregistered holder(s) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as Purchase Shares a written notice of exercise of the Flip Date as agreed by Purchase Option (the Class A Member and "Purchase Notice") within 60 days of the Class B Member or, if they are unable commencement of such Purchase Option. Such Purchase Notice shall specify the number of Purchase Shares to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***purchased. (c) If Within 10 days after delivery of the Purchase Notice to the registered holders of the Purchase Shares, such registered holders shall tender to the Company at its principal offices the certificate or certificates representing the Purchase Shares which the Company has elected to purchase in accordance with the terms of this Section 11, duly endorsed in blank or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Purchase Shares to the Company. Promptly following its receipt of such certificate or certificates, the Company shall pay to such registered holders the aggregate Purchase Price for such of the Purchase Shares held by such registered holders (provided that any delay in making such payment shall not invalidate the Company's exercise of the Purchase Option is exercised, the closing of with respect to such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the CommissionPurchase Shares). (d) If After the time at which any Purchase Option is exercisedShares are required to be delivered to the Company for transfer to the Company pursuant to Section 11(c) of this Warrant, at the closing Company shall not pay any dividend to the registered holders of such Purchase Shares on account of such Purchase Shares or permit such registered holders to exercise any of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer privileges or rights of immediately available United States dollars a stockholder with respect to such United States bank accounts Purchase Shares, but shall, in so far as permitted by law, treat the Company as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing owner of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Purchase Shares. (e) The Class B Member Option Price may be payable, at the option of the Company, in cancellation of all or a portion of any past due amounts under the Agreement of the registered holders of such Purchase Shares to the Company, or in cash (by check) or both. (f) The Company may assign its Purchase Option to (i) an Affiliate of the Company, (ii) a surviving corporation with or into which the Company consolidates or merges or (iii) a transferee of all or substantially all of the assets of the Company. (g) In addition to the legends described in Section 4(b) of this Warrant, each certificate representing Warrant Shares shall bear a legend substantially in the following form: "The shares of stock represented by this certificate are subject to restrictions on transfer its rights and an option to purchase set forth in this Section 9.4 a certain Warrant issued by the Corporation to the registered owner of these shares (or its predecessor in interest), a copy of which Warrant is available for inspection without charge at the office of the Secretary of the Corporation. The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of its Affiliatesthe holder thereof, on or after October 31, 2000.

Purchase Option. If a Member becomes a Defaulted Member pursuant to this Agreement for any reason, then, in addition to other remedies provided herein and by law, the Company or its assignee shall have the right to elect to purchase the Membership Interest which is then owned by the Defaulted Member in the manner set forth in Section 9.5 hereof. Failure of the Company to elect to purchase the Membership Interest under this Section 9.5 shall not affect any other rights available to it pursuant this Agreement or by law. (ai) Once a Member becomes a Defaulted Member, the Company or its assignee shall have the exclusive right and option to purchase all of such Membership Interest which is then owned by the Defaulted Member at the purchase price determined in accordance with Section 9.5(b)(iii) of this Agreement by delivering written notice to such Defaulted Member (the “Section 9.5 Notice”). (ii) The Class B Defaulted Member whose entire Membership Interest is to be purchased and succeeded to by the Company pursuant to this Section 9.5 shall, within ten (10) days after receipt of notice from the Company of its intent to purchase the entire Membership Interest of the Defaulted Member, execute and deliver such deeds, bills of sale and other instruments as shall reasonably be requested by the Company to effect the conveyance and transfer of the entire Membership Interest of such Defaulted Member, and shall, to the extent requested by the Company, cooperate to effect a smooth and efficient continuation of the Company affairs. If the Defaulted Member disputes the right of the Company to purchase and succeed to the Defaulted Member’s entire Membership Interest, such Defaulted Member (or any Affiliate of a Class B Member designated by itits legal representative) shall nevertheless execute instruments and cooperate with the Company pursuant to the immediately preceding sentence, without, however, being deemed to have waived his or its rights to damages if the right, at any time within one hundred eighty (180) days after Company shall have purchased and succeeded to the Flip Date, to acquire all (but not less than all) Membership Interest of the Class A Membership Interests (Defaulted Member under this Section 9.5 without having the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election right to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related theretodo so. (biii) The consideration for Upon compliance by the Transfer Defaulted Member with the provisions of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in immediately preceding subsections of this Section 9.4(a) (such amount9.5, the “Option Purchase Price”) will be the higher of: Company shall pay to such Defaulted Member an amount equal to $10.00 per each whole Membership Percentage (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member orfor example, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Defaulted Member and the Class B Member (or, if they are unable to agree upon had a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercisedMembership Interest having a 49.5% Membership Percentage, the closing of purchase price for such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may Membership Interest would be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests$490.00. The Class B Member will pay all reasonable Company may deduct from such purchase price its costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses exercising its purchase option pursuant to this sentence Section 9.5. In addition, the Company shall not exceed $***have the right to offset any amounts owed to it by the SenCer Member against such purchase price. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member From and after the Option Date and expiring (or any Affiliate the "Purchase Option Expiration Date") three (3) Business Days after the later of a Class B Member designated by it(i) the maturity date of the Debentures (as the same may be extended from time to time) and (ii) the date of satisfaction in full of the Obligations (as defined in the Pledge Agreement), each Grantee shall have the rightoption, but not the obligation (the "Purchase Option"), to purchase from time to time up to its pro rata portion of the Option Shares (based on the ratio that the principal amount of the Debentures purchased by each such Grantee at Closing bears to the total principal amount of Debentures purchased by all Grantees at Closing). The exercise price for each Option Share shall be NT$ 62.15 (the "Exercise Price"). Each Grantee may, at any time within one hundred eighty (180) days and from time to time from and after the Flip Option Date, to acquire all (but not less than all) of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by delivering written notice to the Class A Member at any time; provided that if Grantor (a "Purchase Option Notice"), which notice shall state: (i) the Exercise number of Option Shares being purchased by such Grantee and (ii) the date on which such Grantee shall purchase such Option Shares, which date shall be five (5) Business Days after delivery of the Purchase Option Notice is so revoked(such day, the Class B Member "Purchase Option Date"). On the Purchase Option Date, the Grantor shall reimburse deliver or cause to be delivered to such Grantee (i) certificates representing the Class A Member number of Option Shares set forth in the Purchase Option Notice without legends or other restrictions on their transferability, properly endorsed for transfer, together with all required documents and instruments necessary to effect the transfer of the Class A Member’s incurred costs Option Shares and expenses the recordation of such transfer with UMC, (including ii) any dividends and distributions (whether in cash, securities or otherwise) in respect of such Option Shares and any right and interest on such Option Shares arising after the costs date of any appraisal referred this Agreement and prior to such delivery, (iii) evidence that all required Investment Commission and other approvals have been obtained and (iv) a written certificate certifying that the representations and warranties set forth in Section 9.4(b3 below remain true and correct as if made on the Purchase Option Date, against payment of the purchase price for such Option Shares, which shall be paid (less applicable R.O.C. securities transfer tax) and the reasonable legal counsel fees and disbursements) incurred in immediately available funds by such Grantee to an account designated in writing by the Class A Member Grantor. Notwithstanding anything to the contrary contained in connection with this Agreement, if any Grantee delivers to the Grantor a Purchase Option Notice prior to the Purchase Option Expiration Date, the Purchase Option Expiration Date shall be extended, for such Exercise Notice being given and Grantee, until after the Class A Member’s activities related theretoGrantee has purchased the number of Option Shares set forth in the Purchase Option Notice. (b) The consideration for the Transfer Inability to Deliver/Cash Settlement. If, upon any exercise of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amounthereunder, the “Grantor does not or cannot on the applicable Purchase Option Purchase Price”) will be Date deliver to the higher of: applicable Grantee full complete, unencumbered and unrestricted title to the relevant Option Shares as contemplated by subsection (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Membersa), and (ii) $***. (c) If the Purchase Option is exercisedabove, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercisedGrantor shall, at the closing option of the Transferapplicable Grantee, (i) instead pay to the Class B Member shall pay applicable Grantee on the consideration described in Section 9.4(b) (applicable Purchase Option Date, by wire transfer of immediately available United States dollars funds to such United States bank account or bank accounts as the Class A Member may applicable Grantee shall designate in a written notice writing to the Class B Member no later than five (5) Business Days prior Grantor, an amount equal to the closing date for Market Price minus the Transfer Exercise Price times the number of Option Shares to have been delivered pursuant to the Purchase Option), and Subsection (iia) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer above. For purposes of the Class A Membership Interests contemplated by this Section 9.4. Upon above, "Market Price" shall mean the closing of such Transfer, US Dollar equivalent (1) all of such Class A Member’s obligations and liabilities associated with calculated at the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through Spot Rate on the date of such closing, (2payment) of the Class A Member shall have no further rights as a Member, and average closing price of UMC Shares on the Principal Market on the three (3) all trading days immediately preceding the rightsapplicable Purchase Option Date. Notwithstanding the foregoing, obligations and liabilities associated with nothing herein shall preclude any Grantee from seeking specific performance and/or claiming damage from the Class A Membership Interests that are Grantor if such failure to deliver arises from the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any Grantor's breach of its Affiliatesobligations hereunder.

Purchase Option. (ai) The Class B Member (Provided that no Event of Default shall have occurred and be continuing either at the time of LESSEE's notice or any Affiliate of a Class B Member designated by it) on such Option Exercise Date, LESSEE shall have the rightoption, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but upon not less than all) of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ ' prior irrevocable written notice of an election to exercise LESSOR specifying a proposed Option Exercise Date, to terminate this Lease and purchase the Engines (the "Purchase Option"). In the event that LESSEE shall have not exercised its --------------- right to terminate this Lease and purchase the Engines prior to the last Option Exercise Date (i.e., February 8, 2004) then, LESSEE shall be required to exercise, and the Purchase Option shall be deemed exercised by LESSEE, on such last Option Exercise Date. In the event that the sum of (1) the “Maintenance Reserves paid by LESSEE and not previously disbursed, plus (2) any Security Deposit received by LESSOR pursuant to section 3(h) hereof, plus (3) all accrued interest accrued thereon pursuant to clause (i) of Section 3(b) or Section 3(h), as applicable (together, the "Option ----------- ------------ ------ Amount"), equals or exceeds the Option Price of the Engines on an Option ------ Exercise Notice”). Any Exercise NoticeDate, if giveneach of the LESSEE and the LESSOR shall have the option, may be revoked by the Class B Member by upon not less than thirty (30) days' prior irrevocable written notice to the Class A Member at any time; provided that if the Exercise Notice is so revokedother, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to declare the Purchase Option during to be deemed exercised by LESSEE. Upon any exercise or deemed exercise by LESSEE of the period referred Purchase Option, on the Option Exercise Date specified in LESSEE's notice of exercise or on the Option Exercise Date on which the Purchase Option is deemed to in Section 9.4(a) (such amounthave been exercised, as the “Option Purchase Price”) will be the higher of: case may be, (i) LESSEE shall acquire the fair market value Engines from LESSOR by paying, as the purchase price therefor, the Option Price of the Class A Membership Interests Engines as of the Flip Option Exercise Date (as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding set forth on all MembersSchedule 3 hereto), less the Option Amount, plus any Rent then due and unpaid under this Lease (including any payment of Basic Rent due on the Option Exercise Date) and (ii) $***. (c) If the Purchase Option is exercised, the closing LESSOR shall transfer to LESSEE all of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all LESSOR's right, title and interest in and to the Class A Membership InterestsEngines, free "as is, where is" and clear without recourse or warranty (except as to title to the Engines and the absence of all LESSOR's Liens other than Permitted Encumbrances; (Bthereon) and shall execute and deliver to LESSEE a Xxxx of Sale in the Class A Member shall be deemed to have made the representations on Schedule 9 form attached hereto as Exhibit D and such other documents or --------- instruments as LESSEE shall reasonable request to evidence (on the public record or otherwise) such Class B Member and transfer. Upon the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer sale of the Class A Membership Interests Engines as contemplated by this Section 9.4. Upon 3(g), the closing obligation of such TransferLESSEE to pay Rent shall cease and the Term shall end, (1) all effective as of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***sale. (eii) The Class B Member may transfer its rights set forth in this Section 9.4 Upon any exercise or deemed exercise by LESSEE of the Purchase Option, all obligations of the LESSOR to make disbursements to LESSEE from the Maintenance Reserves, including without limitation pursuant to any request for reimbursement made by LESSEE prior to the date of LESSEE's exercise or deemed exercise of the Purchase Option shall terminate as of the applicable Option Exercise Date; and any portion of the Maintenance Reserves or Security Deposit not applied toward the payment of the Option Price of the Engines as of the applicable Option Exercise Date shall be applied first, so much of such amounts as shall be required to ----- reimburse or pay LESSOR for any Rent due and payable hereunder shall be retained by LESSOR for its Affiliatesown account; and second, the balance, if any, ------ shall be paid to LESSEE.

Purchase Option. Provided that none of the events referred to in Clause 12.01 of the Agreement has occurred and is subsisting, the Hirer may on giving not less than 90 days' prior written notice (awhich notice shall be irrevocable) The Class B Member (or any Affiliate purchase, on the last day of a Class B Member designated by it) shall have the rightHire Period, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than allpart) of the Class A Membership Interests (Equipment by paying the “Purchase Option”), upon giving Owner on that day the Class A Member thirty (30) calendar days’ prior written notice sum of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members)Option Price set forth above, and (ii) $***. (c) If all rentals and other amounts due or in arrears in respect of the Purchase Option is exercised, the closing Equipment. On receipt of such Transfer sum, title to such Equipment shall occur pass to the Hirer without further transfer or document on an "as is, where is" basis without any condition, representation, warranty or recourse of any kind whatsoever, express or implied. If any further act or document is required to pass such title, all costs, charges and expenses in connection therewith shall be borne by the Business Day that is Hirer. AS WITNESS whereof the parties hereto have hereunto set their hands this _______ day of _________ 1999. SIGNED for and on behalf of the Owner: IGE MEDICAL SERVICES LIMITED By: ___________________________________ Title: ________________________________ SIGNED for and on behalf of the Hirer: MOBILE P.E.T. LEASING LIMITED By: ___________________________________ Title: ________________________________ ANNEX A TO SCHEDULE 8700661-001 TO MASTER HIRE PURCHASE AGREEMENT, DATED 16TH DECEMBER 1999 DESCRIPTION OF EQUIPMENT Type and Number Serial/ Acceptance Model of of Identification Date Equipment Units Number GE PET SCANNER ONE QUOTATION JANUARY 2000 NO. 027370A Total Cost L1,113,873.00 ------------- ------------- Initialled: The Owner ________________ Initialled: The Hirer ________________ ANNEX B TO SCHEDULE NO. 8700661-001 TO MASTER HIRE PURCHASE AGREEMENT, DATED 16TH DECEMBER 1999 CERTIFICATE OF ACCEPTANCE We hereby confirm and certify to you that: (i) sixty (60) calendar days after on __________________, 2000 we duly received and accepted the applicable Exercise Notice is given or Equipment and we acknowledge that it corresponds with the Equipment described in the Schedule; (ii) such later date as may be required we duly examined and tested the Equipment and we are satisfied that the Equipment complete, in good working order and condition, of merchantable quality, fit for its purpose and in every way satisfactory and is safe for use; (iii) accordingly, for the purpose of the Agreement, the Equipment has been delivered to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Lawsand accepted by us from you. *** Portions SIGNED for and on behalf of this page have been omitted the Hirer: MOBILE P.E.T. LEASING LIMITED BY:______________________________________ TITLE:____________________________________ EXHIBIT 1 TO THE HIRE PURCHASE AGREEMENT This Licence is granted by IGE ("Licensor") to Hirer ("Licensee") pursuant to a request for Confidential Treatment and filed separately with Master Hire Purchase Agreement dated 10th August 1999. Terms defined in the CommissionMaster Hire Purchase Agreement have the same meaning when used herein. -------------------------------------------------------------------------------- This Licence is incorporated by reference in the Master Hire Purchase Agreement (see Clause 7 thereof). (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. 9.1 If the sale of the Acquired Rights to Buyer closes, then for a time period commencing on the Closing Date and continuing for 10 consecutive months (each month being deemed a period of 30 consecutive days with the first such month commencing on the day immediately following the Closing Date) thereafter (the "Option Period"), Buyer will grant to Seller the right to repurchase all, but not a portion of, the Library (and all Receivables, Contracts and Intellectual Property Rights then in existence and relating thereto) on the terms and conditions set forth herein ("Repurchase Option"). If Seller decides, in its sole discretion, to buy the Library within the Option Period, Seller will give written notice to Buyer of Seller's exercise of its Repurchase Option hereunder ("Exercise Notice"). If Seller fails to deliver the Exercise Notice prior to the expiration of the Option Period, the Repurchase Option shall automatically lapse and Seller shall thereafter have no right to repurchase the Library. The Repurchase Option shall be exercisable on the express conditions that at the time of the exercise of the Repurchase Option, Seller shall not be in default under this Agreement. The Repurchase Option is personal to Seller and may not be assigned by Seller to any Person without Buyer's prior written consent which may be given or denied in Buyer's sole and absolute discretion. If Buyer assigns its interest in the Repurchase Option without such consent, the Repurchase Option shall automatically lapse. 9.2 In the event Seller timely delivers the Exercise Notice, the date upon which Buyer receives the Exercise Notice shall be deemed the "Exercise Date" and the parties will enter, within five business days after the Exercise Date, into a new agreement with respect to said purchase and sale of the Library, upon the same terms as set forth herein changing only the purchase price, date for closing, and other terms that may be unique to the transaction as may then be required to account for any changes in the Library, Receivables, Contracts, Intellectual Property Rights, etc., as a result of Buyer's exploitation of the Library during the Option Period. Notwithstanding anything to the contrary contained herein, each party shall be responsible for all costs and expenses incurred by said party in connection with the new agreement, including, without limitation, attorneys fees and costs. The date of closing for the repurchase of the Library ("Repurchase Closing Date") shall be the date which is 10 business days after the Exercise Date. 9.3 The purchase price for the Library shall be determined as follows: (a) The Class B Member (In the event that the Exercise Date is on or any Affiliate of a Class B Member designated by it) shall have before the right, at any time within one hundred eighty (180) date which is 90 days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revokedClosing Date set forth in Section 2.6 above, the Class B Member purchase price shall reimburse be $1,650,000 less the Class A Member for all of the Class A Member’s incurred costs and expenses "Adjustment Amount" (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto.as defined below); (b) The consideration for In the Transfer of event that the Class A Membership Interests to Exercise Date is after the Class B Member pursuant to 90/th/ day after the Purchase Option during Closing Date but on or before the period referred to date which is 180 days after the Closing Date set forth in Section 9.4(a) (such amount2.6 above, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which purchase price shall be final and binding on all Members$1,750,000 less the "Adjustment Amount" (as defined below), and (ii) $***.; (c) If In the Purchase Option event that the Exercise Date is exercisedafter the 180/th/ day after the Closing Date set forth in Section 2.6 above, but on or before the closing of such Transfer shall occur on the Business Day that date which is (i) sixty (60) calendar 10 business days after the applicable Exercise Notice is given or expiration of the Option Period, the purchase price shall be $1,850,000 less the "Adjustment Amount" (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commissiondefined below). (d) If For the Purchase Option is exercisedpurposes hereof, at the closing of the Transfer, (i) the Class B Member "Adjustment Amount" shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and mean the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation money actually received and collected by Buyer on account of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights Receivables or other exploitation of the Library during the period commencing on the Closing Date set forth in this Section 9.4 to any of its Affiliates2.6 above and ending on the day immediately preceding the Repurchase Closing Date.

Purchase Option. (a) The Class B Member (Tenants in Common agree that Behringer or any Affiliate of a Class B Member designated by it) its affiliates or their assigns shall have the right, while this Agreement remains in effect, to purchase a Dissenting Tenant in Common's (as defined below) interest in the Project as set forth in this Section 7.3. A Dissenting Tenant in Common shall mean a Tenant in Common who votes against or fails to consent to any item that requires the unanimous approval or consent of the Tenants in Common pursuant to the terms of this Agreement when at least 50% of the Tenants in Common have voted or provided consent for such action. In order to execute this option, Behringer or its affiliate shall provide written notice of its election to exercise this option to the Dissenting Tenant in Common at any time within one hundred eighty (180) prior to 45 days after the Flip Dateapproval period for such vote or consent has terminated as provided in any request for such vote or consent. In the event that Behringer or its affiliates or their assigns exercise this purchase option, to acquire all (but not less than all) of the Class A Membership Interests (Dissenting Tenant in Common's right, title and interest in its Interest shall transfer to Behringer or its affiliates or their assigns as of the “Purchase Option”), upon giving date the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked purchase option is received by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to Dissenting Tenant in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member Common pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members)10.8, and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer Xxxxxxxxx shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, own all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing Interest as of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transferdate; provided, however, that Behringer or its affiliates or their assigns may delay the transfer of the Interest for any length of time as specified in its election to exercise the purchase option up and through the payment date and provided, further, that the transfer, and effective date of such transfer, shall be subject to any consent of the Lender, if required. The purchase price of the Dissenting Tenants in Common interest shall be equal to the Fair Market Value of the Interest (as defined in Section 8 of this Agreement) of the Dissenting Tenant in Common. Such purchase price sale shall be paid by Behringer or its affiliates or their assigns within 30 days of the determination of the Fair Market Value of the Project, and the obligation to pay the purchase price shall bear interest at the short term Applicable Federal Rate from the date of transfer through the payment date. The purchaser and seller shall begin negotiation of the Class B Member to pay such expenses pursuant to this sentence Fair Market Value of the Project within fifteen (15) days after the date of the written notice from Xxxxxxxxx or assignee and shall not exceed $***. (e) The Class B Member may transfer its rights follow the procedures set forth in this Section 9.4 8. The allocation of the costs and liabilities shall be subject to any of its Affiliatesthe terms set forth in Section 8.

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) Subject to the immediately following sentence, Aetna shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests an option (the “Purchase Option”), upon giving exercisable in its sole discretion, to consummate the Class A Member thirty purchase of the Purchased Assets (as defined in Exhibit D, such purchase to be on and subject to the terms and conditions (including purchase price) set forth in such Exhibit) on any of the following dates: (x) December 31, 2005 (or on such earlier date on which Aetna’s right to do so arises as provided in the Section 9(C)(ii) of this Agreement); or (y) in the event Aetna chooses to extend this Agreement until December 31, 2006 , any of March 31, 2006, June 30, 2006, September 30, 2006 or December 31, 2006 (or on such earlier date on which Aetna’s right to do so arises as provided in the Section 9(C)(ii) calendar days’ prior written notice of an election this Agreement); provided that Aetna may, in its sole discretion, elect to exercise delay the date of consummation of the purchase under the Purchase Option beyond the applicable date specified in clause (x) or (y) of this sentence, as applicable, until the date that is three months after such applicable date, in order to obtain any governmental approvals or other Required Consents (as such term is defined in Exhibit D) so long as the terms and conditions of this Agreement are extended for such additional three month period. Aetna must deliver written notice (the “Exercise Notice”). Any Exercise Notice, if given, ) of any exercise of the Purchase Option to Magellan at least six months prior to the intended consummation of such purchase (which consummation may be revoked by the Class B Member by written notice to the Class A Member at extended for any timenecessary regulatory approvals); provided that if an early purchase right is triggered pursuant to Section 9(C)(ii) of this Agreement, then the consummation of the purchase shall occur as soon as possible after delivery of the Exercise Notice, and in any event no later than 90 days after delivery of the Exercise Notice is so revokedor two days following regulatory approval, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such if any. The Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: shall state whether (i) Aetna elects (which election may be made in its sole discretion) to have the fair market value claims processing function conducted by Dedicated Staff at the St. Louis facility of the Class A Membership Interests as Business be included within the scope of the Flip Date as agreed by “Business” and “Purchased Assets” under the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and Asset Purchase Agreement and/or (ii) $***. Aetna elects (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as which election may be required made in its sole discretion) to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant a license to a request for Confidential Treatment and filed separately with the Commission. (d“Key Software” as contemplated by Section 7.06(a) If the Purchase Option is exercised, at the closing of the TransferAsset Purchase Agreement, (i) for an increase in the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts “Purchase Price” as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.Asset

Purchase Option. Landlord hereby grants to Tenant (ax) The Class B Member (or any Affiliate of a Class B Member designated by it) shall have an option to purchase the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests Phase I Buildings and associated common areas (the “Purchase Phase I Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member exercisable by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses Landlord not less than one (including the costs of any appraisal referred to in Section 9.4(b1) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days year prior to the closing date designated by Tenant in such notice, which closing date must be designated to occur either (i) within the first month after the tenth (10th) anniversary of the last to occur of the respective Rent Commencement Dates for the Transfer pursuant Phase I Buildings or (ii) within the seventh month after the eleventh (11th) anniversary of the last to occur of the Purchase Option)respective Rent Commencement Dates for the Phase I Buildings, and (y) an option to purchase the Phase II Buildings and associated common areas (the “Phase II Option” and, collectively with the Phase I Option, the “Purchase Options”), exercisable by written notice to Landlord concurrently with Tenant’s exercise of the Phase I Option, which notice shall specify a closing date which must be designated to occur either (i) within the first month after the tenth (10th) anniversary of the last to occur of the respective Rent Commencement Dates for the Phase II Buildings or (ii) within the Class A Member seventh month after the eleventh (11th) anniversary of the last to occur of the respective Rent Commencement Dates for the Phase II Buildings. The exercise of the respective Purchase Options shall take be subject to the following actions: terms and conditions: (Ai) Each Purchase Option shall be exercisable only on an all-or-nothing basis for all Buildings in the Class A Member applicable Phase, and only if all four (4) Buildings in the applicable Phase have been constructed and were initially leased to Tenant pursuant to this Agreement and the applicable Building Leases and have not been terminated. (ii) If Tenant exercises the Phase I Option, Tenant shall Transfer be legally obligated to exercise the Class B Member, all right, title and interest in Phase II Option concurrently with the exercise of the Phase I Option (as described above) and to purchase the Class A Membership InterestsPhase II Buildings as well, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member although Tenant shall be deemed still have a choice between two timing alternatives with respect to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all the purchase of such Class A Member’s obligations both the Phase I Buildings and liabilities associated with the Class A Membership Interests that are Phase II Buildings as set forth in the subject respective definitions of such Transfer will terminate except those obligations the Phase Option and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership InterestsPhase II Option above. The Class B Member will pay result of the exercise of both Purchase Options by Tenant shall be that following closing of both transactions, Tenant shall own the entire Center, it being the intention of the parties that all reasonable costs common areas of the Center shall be reasonably allocated between the parcels. Upon exercise of the Purchase Options by Tenant, Tenant shall be obligated to purchase and expenses incurred by Landlord shall be obligated to sell the Class A Member in connection with the Transfer, including reasonable attorneys’ fees Phase I Buildings and the amount of any salesPhase II Buildings, userespectively, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that on the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (eterms and conditions set forth on Schedule 7(b) The Class B Member may transfer its rights and otherwise as set forth in this Section 9.4 and on such additional terms as may be set forth in a definitive agreement to any be negotiated to the mutual satisfaction of the parties and mutually executed within thirty (30) days after Tenant’s exercise of the Purchase Options (which definitive agreement shall be consistent with the requirements of this Section and Schedule 7(b) and shall otherwise contain reasonable and customary provisions, mutually acceptable to the parties, covering matters such as closing conditions and logistics, allocation of risk of loss, liquidated damages in the event of default by Tenant, etc.), which obligations shall be firm, unconditional and irrevocable except as expressly provided herein. The parties intend that the provisions of this Section 7(b) shall be specifically enforceable in accordance with this Section 7(b) notwithstanding the parties’ failure to agree on additional terms and conditions beyond those set forth in this Section and in Schedule 7(b), which terms and conditions the parties agree constitute all of the material terms and conditions of the transaction. (iii) In the case of a Purchase Option elected within the period described in clause (i) under the definition of the applicable Purchase Option, the purchase price for the Buildings and common areas covered by such Purchase Option shall be determined by applying an eight percent (8%) capitalization rate to the projected Net Operating Income for the applicable Phase, based on Tenant’s aggregate Base Rent obligation (as set forth in Section 3.1(a) of the respective Building Leases for the Buildings being purchased) calculated over the 12-month period following the closing date of the transaction pursuant to the applicable Purchase Option (such Base Rent calculation to be made as if the sale to Tenant pursuant to the applicable Purchase Option had not occurred). In the case of a Purchase Option elected within the period described in clause (ii) under the definition of the applicable Purchase Option, the purchase price for the Buildings and common areas covered by such Purchase Option shall be determined by applying an eight percent (8%) capitalization rate to the projected Net Operating Income for the applicable Phase based on Tenant’s aggregate Base Rent obligation (as set forth in Section 3.1(a) of the respective Building Leases for the Buildings being purchased) calculated over a 12-month period consisting of the final six (6) months of the initial term of the applicable Building Leases plus the first six (6) months of the first extended term of the applicable Building Leases (such Base Rent calculation to be made as if the sale to Tenant pursuant to the applicable Purchase Option had not occurred and as if Tenant had duly exercised its Affiliatesoption for such first extended term pursuant to the applicable Building Leases).

Purchase Option. (a) The Class B Member (Tenants in Common agree that the Company or any Affiliate of a Class B Member designated by it) its affiliates or their assigns shall have the right, while this Agreement remains in effect, to purchase a Dissenting Tenant in Common's (as defined below) interest in the Project as set forth in this Section 7.3. A Dissenting Tenant in Common shall mean a Tenant in Common who votes against or fails to consent to any item that requires the unanimous approval or consent of the Tenants in Common pursuant to the terms of this Agreement when at least 50% of the Tenants in Common have voted or provided consent for such action. In order to execute this option, the Company or its affiliate shall provide written notice of its election to exercise this option to the Dissenting Tenant in Common at any time within one hundred eighty (180) prior to 45 days after the Flip Dateapproval period for such vote or consent has terminated as provided in any request for such vote or consent. In the event that the Company or its affiliates or their assigns exercise this purchase option, to acquire all (but not less than all) of the Class A Membership Interests (Dissenting Tenant in Common's right, title and interest in its Interest shall transfer to the “Purchase Option”), upon giving Company or its affiliates or their assigns as of the Class A Member thirty (30) calendar days’ prior written notice of an date the election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked purchase option is received by the Class B Member by written notice Dissenting Tenant in Common pursuant to the Class A Member at any time; provided that if the Exercise Notice is so revokedSection 10.8, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which Company shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, own all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing Interest as of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transferdate; provided, however, that the obligation Company or its affiliates or their assigns may delay the transfer of the Class B Member Interest for any length of time as specified in its election to exercise the purchase option up and through the payment date and provided, further, that the transfer, and effective date of such transfer, shall be subject to any consent of the Lender, if required. The purchase price of the Dissenting Tenants in Common interest shall be equal to the Fair Market Value of the Interest (as defined in Section 8 of this Agreement) of the Dissenting Tenant in Common. Such purchase price sale shall be paid by the Company or its affiliates or their assigns within 30 days of the determination of the Fair Market Value of the Project, and the obligation to pay such expenses pursuant to this sentence the purchase price shall not exceed $***. bear interest at the short term Applicable Federal Rate from the date of transfer through the payment date. The purchaser and seller shall begin negotiation of the Fair Market Value of the Project within fifteen (e15) The Class B Member may transfer its rights days after the date of the written notice from the Company or assignee and shall follow the procedures set forth in this Section 9.4 8. The allocation of the costs and liabilities shall be subject to any of its Affiliatesthe terms set forth in Section 8.

Purchase Option. Provided that at the time Tenant exercises its rights under this Section 33.2: (ai) The Class B Member this Lease remains in full force and effect, (or any Affiliate of a Class B Member designated ii) there is not then an outstanding Default by itTenant under this Lease which has continued beyond applicable notice and cure periods, and (iii) shall have the right, at any time within Tenant is occupying one hundred eighty percent (180) days after the Flip Date, to acquire all (but not less than all100%) of the Class A Membership Interests Premises, then and in such event Tenant shall have a one-time option to purchase the Property at the end of the initial Term or provided that the damage or destruction was not caused by the gross negligence or intentional misconduct of any Tenant Party, if this Lease shall have terminated by reason of the provisions contained in Section 21.2.1 or 21.2.2 above (the “"Purchase Option”"). The Purchase Option may be exercised by Tenant sending written notice (the "Purchase Option Exercise Notice") to Landlord during the time period commencing on the date that is eighteen (18) months prior to the expiration of the initial Term and ending on the date that is nine (9) months prior to the expiration of the initial Term (the "Option Period"), upon giving provided in the Class A Member thirty (30) calendar days’ prior written notice of an election event Tenant is entitled to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Noticefollowing a termination of this Lease under Section 21.2.1 or 21.2.2, if given, Tenant may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to exercise the Purchase Option by delivering the Purchase Option Exercise Notice to Landlord within thirty (30) days following such termination. In the event that Tenant fails to deliver a Purchase Option Exercise Notice during the period referred Purchase Option Period, then Tenant’s Purchase Option shall be deemed void and of no further force or effect. In the event that Tenant timely delivers the Purchase Option Exercise Notice to in Section 9.4(a) Landlord, then the purchase price (such amount, the “"Option Purchase Price”") will to be paid by Tenant to Landlord for the Property shall be the higher greater of: (iA) the fair market value of an occupied rental property with a comparable use; or (B) a seven and one-half percent (7.5%) capitalization rate derived from market rental rates for industrial properties in the Class A Membership Interests as relevant competitive market. Landlord and Tenant shall negotiate in good faith regarding the amount of the Flip Date as agreed by Option Purchase Price for a period of up to thirty (30) days following Tenant’s exercise of the Class A Member and Purchase Option. In the Class B Member orevent the parties fail to reach agreement within such thirty (30) day period, if they are unable to agreeat the election of either party, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal Option Purchase Price shall be determined in accordance with the Appraisal Methodterms of Section 32.2.2, below. Until the Option Purchase Price is finally determined, Tenant’s obligation to fund five percent (5%) of the Option Purchase Price into escrow as provided in Section 33.2.1, below, shall be based upon Tenant’s determination of the Option Purchase Price. In the event the final Option Purchase Price is determined to be different than Tenant’s determination, Tenant shall fund the escrow account in the amount of such discrepancy, or the escrow agent shall refund to Tenant the amount of such discrepancy, as applicable, within ten (10) business days following final determination of the Option Purchase Price. Landlord acknowledges that following Tenant’s timely exercise of the Purchase Option in accordance with this Section 33.2, Tenant may designate a different person or entity to take title to the Property at the closing. 33.2.1. If Landlord timely receives a Purchase Option Exercise Notice from Tenant, then (i) the parties shall cooperate and coordinate in good faith to arrange for the closing to occur upon the expiration of the initial Term, (ii) the closing shall be conducted in accordance with local custom and practice regarding the closing prorations and adjustments and responsibility for closing costs and recording fees, (iii) Tenant shall place into escrow, with an escrow agent satisfactory to Landlord and Tenant, xxxxxxx money in the amount of five percent (5%) of the Option Purchase Price no later than the expiration of the Purchase Option Exercise Period, which shall serve as liquidated damages to Landlord in the event that Tenant fails to close on the Property, (iv) Tenant shall accept the Property “AS IS,” “WHERE IS,” and “WITH ALL FAULTS,” with no warranty or representation of any nature whatsoever, and (v) at the closing, the Option Purchase Price shall be payable in cash or other method acceptable to Landlord. 33.2.2. Any disputes regarding the provisions of this Section 33.2, including but not limited to any disputes regarding the Option Purchase Price, shall be resolved by arbitration as follows: the parties shall promptly meet and confer to attempt in good faith to resolve such dispute, and if such dispute is not resolved within thirty (30) days after Landlord or Tenant delivers written notice of such dispute to the other, the parties shall direct the local office of the JAMS to appoint an arbitrator who shall have a minimum of ten (10) years’ experience in commercial real estate disputes and who shall not be affiliated with either Landlord or Tenant and has not worked for either party or its affiliates at any time during the prior ten (10) years. Both Landlord and Tenant shall have the opportunity to present evidence and outside consultants to the arbitrator. The arbitration shall be conducted in accordance with the expedited commercial arbitration rules of the JAMS insofar as such rules are not inconsistent with the provisions of this Lease (in which case the provisions of the Lease shall govern). The cost of the arbitration (exclusive of each party’s witness and attorneys’ fees, which shall be paid by such party) shall be borne equally by the parties. The arbitrator’s decision shall be final and binding on all Members), and (ii) $***upon the parties. 33.2.3. Tenant acknowledges that a Purchase Option Memorandum (as defined in the Purchase Agreement) has been recorded against the Premises to reflect the Purchase Option set forth herein. In the event that: (a) Tenant fails to timely and properly exercise the Purchase Option during the Option Period; (b) Tenant assigns its rights under this Lease or otherwise subleases all or any portion of the Premises other than in the case of a Permitted Transfer; (c) If this Lease is terminated for any reason (other than by reason of a casualty); or (d) Tenant fails to timely exercise the Purchase Option is exercisedfollowing termination of the Lease by reason of a casualty, then the closing Purchase Option shall be deemed terminated and of no force or effect and Landlord shall be entitled to record the Termination of Purchase Option Memorandum (as defined in the Purchase Agreement). Tenant agrees to promptly execute and deliver any such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date further documents as may be required reasonably requested by Landlord to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If remove the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice Memorandum from record title to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Premises. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.