Common use of Right to Purchase Clause in Contracts

Right to Purchase. If this Agreement will not have been earlier terminated, or an event of default by Lessee will not have occurred and be continuing at the date of option exercise or the date fixed for purchase (as such date is specified below), Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36.

Right to Purchase. If Upon termination or expiration of this Agreement will not for any reason, the Franchisor shall have been earlier terminatedthe option to purchase some or all of the assets of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, or an event of default by Lessee will not have occurred and be continuing which may include, at the date of option exercise or the date fixed for purchase (as such date is specified below), Lessee will have an Franchisor’s option, all of the Franchisee’s interest, if any, in and to the real estate upon which the ROCKY MOUNTAIN CHOCOLATE FACTORY Store is located, and all buildings and other improvements thereon, including leasehold interests, at fair market value, less any amount apportioned to the goodwill of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store which is attributable to the Franchisor’s Marks and Licensed Methods, and less any amounts owed to the Franchisor by the Franchisee. The following additional terms shall apply to the Franchisor’s exercise of this option: a. The Franchisor’s option hereunder shall be exercisable no earlier than one (1) year and by providing the Franchisee with written notice of its intention to exercise the option given to the Franchisee no later than one hundred twenty (120) the effective date of termination, in the case of termination, or at least 90 days prior to the Purchase Option Closing Date (expiration of the "OPTION TRIGGER WINDOW") term of the franchise, in the case of non renewal. Such notice shall include a description of the assets the Franchisor will purchase. b. In the event that the Franchisor and the Franchisee cannot agree to elect a fair market value for the assets of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, then the fair market value shall be determined by an independent third party appraisal. The Franchisor and the Franchisee shall each select one independent, qualified appraiser, and the two so selected shall select a third appraiser, all three to determine the fair market value of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store. The purchase price shall be the median of the fair market values as determined by the three appraisers. c. The Franchisor and the Franchisee agree that the terms and conditions of this right and option to purchase may be recorded, if deemed appropriate by the Franchisor, in the real property records and the Franchisor and the Franchisee further agree to execute such additional documentation as may be necessary and appropriate to effectuate such recording. The closing for the purchase of the assets of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store will take place no later than 60 days after the termination or nonrenewal date. The Franchisor will pay the purchase price in full at the closing, or, at its option, in five equal consecutive monthly installments with interest at a rate of 10% per annum. The Franchisee must sign all documents of assignment and transfer as are reasonably necessary for purchase of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store by the Franchisor. In the event that the Franchisor does not exercise the Franchisor’s right to purchase the right, title and interest assets of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectivelyFranchisee’s ROCKY MOUNTAIN CHOCOLATE FACTORY Store as set forth above, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excludingFranchisee will be free to keep or to sell, in all casesafter such termination or expiration, Excluded Purchase Sitesto any third party, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee assets of its purchase option hereunderROCKY MOUNTAIN CHOCOLATE FACTORY Store; provided, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 however, that all appearances of its respective Additional Master Leases and Subleasethe Marks are first removed in a manner approved in writing by the Franchisor. The Option Sellers Franchisor will only be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as purchase any assets of the Purchase Option Closing Date. Except as provided ROCKY MOUNTAIN CHOCOLATE FACTORY Store in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in the event and to the Sites are subject to the provisions of this Section 36extent it is required by applicable state or federal law.

Right to Purchase. If Upon termination or expiration of this Agreement will not for any reason, the Franchisor shall have been earlier terminatedthe option to purchase some or all of the assets of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, or an event of default by Lessee will not have occurred and be continuing which may include, at the date of option exercise or the date fixed for purchase (as such date is specified below), Lessee will have an Franchisor's option, all of the Franchisee's interest, if any, in and to the real estate upon which the ROCKY MOUNTAIN CHOCOLATE FACTORY Store is located, and all buildings and other improvements thereon, including leasehold interests, at fair market value, less any amount apportioned to the goodwill of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store which is attributable to the Franchisor's Marks and Licensed Methods, and less any amounts owed to the Franchisor by the Franchisee. The following additional terms shall apply to the Franchisor's exercise of this option: a. The Franchisor's option hereunder shall be exercisable no earlier than one (1) year and by providing the Franchisee with written notice of its intention to exercise the option given to the Franchisee no later than one hundred twenty (120) the effective date of termination, in the case of termination, or at least 90 days prior to the Purchase Option Closing Date (expiration of the "OPTION TRIGGER WINDOW") term of the franchise, in the case of non-renewal. Such notice shall include a description of the assets the Franchisor will purchase. b. In the event that the Franchisor and the Franchisee cannot agree to elect a fair market value for the assets of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, then the fair market value shall be determined by an independent third party appraisal. The Franchisor and the Franchisee shall each select one independent, qualified appraiser, and the two so selected shall select a third appraiser, all three to determine the fair market value of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store. The purchase price shall be the median of the fair market values as determined by the three appraisers. c. The Franchisor and the Franchisee agree that the terms and conditions of this right and option to purchase may be recorded, if deemed appropriate by the Franchisor, in the real property records and the Franchisor and the Franchisee further agree to execute such additional documentation as may be necessary and appropriate to effectuate such recording. The closing for the purchase of the assets of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store will take place no later than 60 days after the termination or nonrenewal date. The Franchisor will pay the purchase price in full at the closing, or, at its option, in five equal consecutive monthly installments with interest at a rate of 10% per annum. The Franchisee must sign all documents of assignment and transfer as are reasonably necessary for purchase of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store by the Franchisor. In the event that the Franchisor does not exercise the Franchisor's right to purchase the right, title and interest assets of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectivelyFranchisee's ROCKY MOUNTAIN CHOCOLATE FACTORY Store as set forth above, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excludingFranchisee will be free to keep or to sell, in all casesafter such termination or expiration, Excluded Purchase Sitesto any third party, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee assets of its purchase option hereunderROCKY MOUNTAIN CHOCOLATE FACTORY Store; provided, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 however, that all appearances of its respective Additional Master Leases and Subleasethe Marks are first removed in a manner approved in writing by the Franchisor. The Option Sellers Franchisor will only be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as purchase any assets of the Purchase Option Closing Date. Except as provided ROCKY MOUNTAIN CHOCOLATE FACTORY Store in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in the event and to the Sites are subject to the provisions of this Section 36extent it is required by applicable state or federal law.

Right to Purchase. If this Agreement will not have been earlier terminated, or an event (a) At any time after the later of default by Lessee will not have occurred and be continuing at (i) the date of option exercise or on which the date fixed for purchase Initial Preferred Member (as defined in the Concord Operating Agreement) shall no longer have the right to exercise its option to have its interest in Concord redeemed pursuant to Section 10.1 of the Concord Operating Agreement or (ii) if the Initial Preferred Member has exercised its right to have its interest in Concord redeemed pursuant to Section 10.1 of the Concord Operating Agreement, the final redemption of such date is specified belowinterest, either Member (such Member being hereinafter referred to as the “Initiating Member”), Lessee will shall have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior the right to the Purchase Option Closing Date give written notice (the "OPTION TRIGGER WINDOWDemand Notice") to elect the other Member (such being hereinafter referred to as the “Responding Member”), of the Initiating Member’s intent to rely on this Article IX and to purchase the rightfor cash all, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) , of the Company Interests owned by the Responding Member, whereupon the provisions set forth in this Article IX shall apply. In the event that one or more Members is deemed to have delivered a Demand Notice, the Member who shall be deemed to have first delivered such Demand Notice pursuant to Section 13.1 hereof shall be deemed the Initiating Member or if more than one Member shall be deemed to have delivered a Demand Notice on the same date, the Member or Members whose Demand Notice sets forth the highest price shall be deemed the Initiating Member. (b) The Demand Notice shall set forth the cash purchase price at which the Initiating Member would be willing to purchase (or to cause its designee to purchase) an undivided one hundred percent (100%) interest in the Company and whether it is electing to acquire the Sale Interest in accordance with Section 9.2(a) (a “Purchase Sites Transaction”) or have the Sale Interest redeemed in accordance with Section 9.2(b) hereof (excludinga “Redemption Transaction”). (c) The Responding Member shall have the option, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)exercisable by giving written notice (the “Exercise Notice”) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites Initiating Member within twenty (and 20) days after receipt of the Demand Notice (such period being referred to as the “Option Period”), to agree to either (i) sell to the Initiating Member its Company Interest on the other terms and subject conditions set forth in Section 9.2(a), if the Demand Notice provides a Purchase Transaction, or have its interest redeemed on the terms and conditions set forth in Section 9.2(b) if the Demand Notice provides for a Redemption Transaction, (ii) purchase from the Initiating Member its Company Interests pursuant to a Purchase Transaction or cause the conditions specified Company to redeem the Initiating Member its Company Interests pursuant to a Redemption Transaction, or (iii) if the Initial Preferred Member has elected to have its interest in this Agreement). Lessee may exercise such purchase option by submitting Concord redeemed, to cause the Option Sellers in writing an offer Company to purchase all of the Purchase Sites within the Option Trigger Window be liquidated in accordance with the terms provisions of Article XI hereof, provided further, Lessee may only exercise such option if at or about . Failure to give notice within the same required time as period shall be deemed an election by the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant Responding Member to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and sell to the Sites are subject to the provisions of this Section 36Initiating Member its Company Interest.

Right to Purchase. If this Agreement will not have been earlier terminated, or an event of default by Lessee will not have occurred and be continuing at the date of option exercise or the date fixed for purchase (as such date is specified below), Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms Contingent upon and subject to the execution and delivery of, and compliance with the terms and conditions specified in of this Agreement). Lessee may exercise such , ARCHEMIX shall have the option to instruct its underwriters to a Qualified IPO that prices within [***] years of the Effective Date to offer to MERCK the opportunity to purchase option by submitting shares of ARCHEMIX Common Stock at the IPO Price in an amount up to the Option Sellers lesser of (a) [***] percent ([***]%) of the total gross offering proceeds (prior to underwriter commissions and expenses) raised by ARCHEMIX in writing the Qualified IPO or (b) $[***]. Such option shall be exercised at ARCHEMIX’ sole discretion and shall be subject to (i) the determination by ARCHEMIX or the underwriters, with the advice of counsel, that such offer does not violate Applicable Laws (including any applicable state or federal securities laws or regulations or any rule, policy or limit imposed by the U.S. Securities and Exchange Commission, the National Association of Securities Dealers, any securities exchange or any other applicable regulatory body) and (ii) the determination by the underwriters that an allotment of shares in such manner would not be materially detrimental to the success of the Qualified IPO. MERCK in its sole discretion, shall have the right to agree to the purchase of all or any portion of such shares as an allotment in any such Qualified IPO consistent with the terms and conditions of this Section 5.2. The foregoing notwithstanding, in the event that ARCHEMIX or the underwriters, with the advice of counsel, determine that such offer to participate in the Qualified IPO violates Applicable Laws (including any applicable state or federal securities laws or regulations or any rule, policy or limit imposed by the U.S. Securities and Exchange Commission, the National Association of Securities Dealers, any securities exchange or any other applicable regulatory body), then MERCK, in its sole, discretion shall have the option to agree to purchase all or any portion of such shares by means of a private placement (the “Private Placement”) that closes concurrently with any such Qualified IPO,; provided that the purchase of shares of ARCHEMIX Common Stock in a Private Placement shall be subject to compliance with Applicable Laws, including but not limited to compliance with the U.S. Securities and Exchange Commission’s integration doctrine. For purposes of clarity, if the Qualified IPO occurs prior to the first anniversary of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee Signing Date then MERCK may only exercise such option if at or about be offered the same time opportunity to consummate the stock purchase set forth in this Section 5.2.1 as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option a Private Placement pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site 5.2.2 (except for a Sprint Market Assignee who signs a separate collocation agreement with Lesseed) that their rights in and to the Sites are subject to the provisions of this Section 36below.

Right to Purchase. If this Agreement will not have been earlier terminated, or an event of default by Lessee will not have occurred and be continuing at the date of option exercise or the date fixed (a) Except for purchase (as such date is specified below), Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint a Permitted Transfer or any other Person holding an interest therein byproposed Transfer governed by Section 5.02 or Section 5.04, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excludingno Membership Interest shall be Transferred, in all caseswhole or in part, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to unless the provisions of this Section 365.01 are first complied with by such transferor and transferee.. A Member who desires to make such a Transfer (or to whom such a Transfer relates) (the “Proposed Seller”) shall provide a written notice (the “Seller’s Notice”) to each Significant Member (with a copy to the Company), containing: (i) the number of Units proposed to be Transferred (the “First Refusal Units”) and the per Unit purchase price such Proposed Seller requests in consideration therefor, which may only be in cash (the “Sale Price”), and (ii) the material terms and conditions of such proposed Transfer, together with a description of the price and other material terms of all bona fide offers from third parties relating to the purchase of such Proposed Seller’s Membership Interests received, if any, during the six months prior to the delivery of the Seller’s Notice. Delivery of the Seller’s Notice to the Significant Members shall constitute an offer (a “First Refusal Offer”) by the Proposed Seller to sell the First Refusal Units at the Sale Price to the Significant Members entitled to receive such notice (the “Non-Transferring Significant Members”), which shall remain outstanding for a period of thirty (30) days after the delivery of the Seller’s Notice as provided above in this paragraph (subject to extension as provided below, the “Refusal Period”). (b) Each Non-Transferring Significant Member shall have the right to accept the First Refusal Offer in the proportions upon which it may agree with the other participating Non-Transferring Significant Members or, if they are unable to so agree, on a pro rata basis in accordance with the number of Units owned by each such participating Non-Transferring Significant Member in relation to the total number of Units owned by all such participating Non-Transferring Significant Members, by giving written notice to the Proposed Seller (an “Acceptance Notice”), with a copy to each other Non-Transferring Significant Member and the Company of its acceptance of the First Refusal Offer with respect to such proportion of the First Refusal Units at the Sale Price and on the same terms specified in the Seller’s Notice. If the participating Non-Transferring Significant Members do not elect to purchase, in the aggregate, all of the First Refusal Units, then the Proposed Seller shall, within five (5) days after the expiration of the Refusal Period, provide written notice to all of the participating Non-Transferring Significant Members informing them of the number of First Refusal Units that were not subscribed for, and the Refusal Period shall be automatically extended by five (5) days from the delivery of such notice by the Proposed Seller, during which such Non-Transferring Significant Members may increase the number of First Refusal Units they previously elected to purchase by providing amended Acceptance Notices to the Proposed Seller, with a copy to each other Non-Transferring Significant Member and the Company, to purchase up to all of the remaining First Refusal Units. If the aggregate number of Units included in the Acceptance Notices, as amended, exceeds the number of First Refusal Units, the Non-Transferring Significant Members that submitted amended Acceptance Notices shall revise their amended Acceptance Notices to eliminate such excess as agreed to by such Non-Transferring Significant Members or, if they are unable to so agree, such that the previously unsubscribed amount is allocated among such Non-Transferring Members on a pro rata basis in accordance with the number of Units owned by each such Non-Transferring Significant Member in relation to the total number of Units owned by all such Non-Transferring Significant Members. A failure by any Non-Transferring Significant Member to validly deliver an Acceptance Notice during the Refusal Period shall be deemed a rejection of the First Refusal Offer and a waiver of such Non-Transferring Significant Member’s right to purchase any portion of the First Refusal Units. (c) The rights of the Non-Transferring Significant Members to purchase First Refusal Units pursuant to this Section 5.01 are conditioned upon all of the First Refusal Units being purchased by Non-Transferring Significant Members. If the Non-Transferring Significant Members do not elect to purchase, in the aggregate, all of the First Refusal Units pursuant to this Section 5.01, then the Proposed Seller shall be free, for a period of sixty (60) days from the date of the expiration of the Refusal Period, to sell such First Refusal Units to a third party (the “Proposed Transferee”) (x) at a price per Unit equal to or greater than the Sale Price and upon terms no more favorable to the Proposed Transferee than those specified in the Seller’s Notice and (y) subject to the applicable terms and restrictions of this Agreement, including Article IV and Section 5.03.

Right to Purchase. If this Agreement will not have been earlier terminatedThe Company shall only issue New Shares in accordance with the following terms: (a) In the event the Company desires to issue any New Shares (other than with respect to Convertible Securities or restricted stock awards or other stock-based awards issued to any director, officer or employee of, or an event of default consultant to, the Company pursuant to any compensation or equity incentive plan, which shall be governed by Lessee will not have occurred and be continuing at the date of option exercise or the date fixed for purchase (as such date is specified Section 4.4 below), Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior it shall first deliver to the Purchase Option Closing Date Novartis a written notice (the "OPTION TRIGGER WINDOWNOTICE OF PROPOSED ISSUANCE") specifying the purpose of the issuance, the identity of the proposed purchaser and the type and total number of such New Shares which the Company then desires to elect issue (the "OFFERED NEW SHARES"), all of the terms, including the price, upon which the Company proposes to issue the Offered New Shares, and stating that Novartis shall have the right to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after Offered New Shares in the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions manner specified in this Agreement). Lessee may exercise such purchase option by submitting to Section 4.1 at the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window price and in accordance with the terms hereofand provisions specified in such Notice of Proposed Issuance. (b) During the 45 consecutive day period commencing on the date the Notice of Proposed Issuance is delivered to Novartis (the "FORTY-FIVE DAY PERIOD"), provided furtherNovartis shall have the option to purchase its pro rata portion of the Offered New Shares (which shall be a fraction of the Offered New Shares determined by dividing the number of shares of Voting Stock owned by Novartis (which shall include the shares of Voting Stock owned by Affiliates (other than Novartis BioVentures) in the case of Novartis) by the total number of shares of Voting Stock outstanding (such pro rata portion of Offered New Shares, Lessee may only exercise such option if the "PRO RATA NEW SHARES")) at or about the same time as price and terms specified in the exercise Notice of Proposed Issuance; provided, however, that for purposes of this Section 4.1(b) only, the number of shares of Voting Stock deemed to be owned by Lessee Novartis and its Affiliates shall also include the number of its purchase option hereunder(i) New Shares accrued, each Additional Master Lease Lessee exercises its respective purchase option and not yet offered in connection with Novartis's subscription rights pursuant to Section 36 of its respective Additional Master Leases 4.4 and Sublease. The Option Sellers will be obligated (ii) if offered to sellNovartis, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or Offered New Shares for which Novartis's option to purchase any Sites subject its Pro Rata New Shares has not expired or been exercised pursuant to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 364.

Right to Purchase. If this Agreement will not have been earlier terminated, or an event of default by Lessee will not have occurred and be continuing at the date of option exercise or the date fixed for purchase (as such date is specified below), Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOWOption Trigger Window") to elect to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERSOption Sellers") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase for all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and SubleaseWindow. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. The Sprint Collocator acknowledges Collocators acknowledge on its their own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36.

Right to Purchase. If this Agreement will not Unless the Facility Assets shall have been earlier terminated, sold or disposed of pursuant to this Lease or an event Event of default by Lessee will not Loss shall have occurred and be continuing or an Event of Default shall exist at the date time of option exercise giving the notice referred to below or at the date fixed for purchase (as such date is specified below)purchase, Lessee will shall have an the right, at its option, exercisable no earlier to purchase the Facility Assets at the time and at the price as follows: (i) on July 31, 2005, January 31, 2006, or July 31, 2006, for a purchase price equal to the greater of Stipulated Loss Value on such Rent Date and the Fair Market Sale Value of the Facility Assets of such Rent Date, (ii) on January 31, 1997, for a purchase price equal to 117.03223952% of Lessor's Cost, (iii) on the first Rent Date occurring more than one 90 days after Lessee shall have delivered to Lessor and Indenture Trustee an Officer's Certificate in form and substance satisfactory to each of them evidencing in reasonable detail that Burdensome Alterations are required and have not yet been effected (1if such Rent Date is after the fifth anniversary of the Closing Date) year or, if there shall have occurred a Burdensome Event, on the first Rent Date occurring more than 90 days after such occurrence, in either case for a purchase price equal to the greater of Stipulated Loss Value on such Rent Date and no later the Fair Market Sale Value of the Facility Assets on such Rent Date, (iv) on the last day of the Basic Term, for a purchase price equal to the Fair Market Sale Value of the Facility Assets, (v) on the last day of the Basic Term, for a purchase price equal to 74% of Lessor's Cost or (vi) on the last day of any Renewal Term, for a purchase price equal to the Fair Market Sale Value of the Facility Assets on such date. In order to exercise any such right, Lessee shall notify each Lessor Party thereof in writing not more than one hundred twenty 12 months nor less than 6 months (12030 days in the case of clause (iii) days above) prior to the Purchase Option Closing Date (date fixed for purchase, which notice shall be irrevocable and shall specify the "OPTION TRIGGER WINDOW") basis for the notice, the option selected and the date purchase is to elect be made. If Lessee shall fail to purchase the rightFacility Assets pursuant to this Section 4.02 at the end of the Term (including any elected Renewal Term), title and interest Lessor shall, subject to Section 4.01, be free to lease or dispose of Lessor and all or any applicable Party comprising Sprint or part of the Facility Assets to any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject terms acceptable to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36Owner Participant.

Right to Purchase. If this (a) Following the occurrence of a Tranche B Credit Agreement will not have been earlier terminatedEvent of Default, or an event of default by Lessee will not have occurred the Tranche A Lenders shall have, and be continuing at the date of option exercise or the date fixed for purchase (as such date is specified below)Tranche B Lenders, Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior hereby grant to the Purchase Option Closing Date (Tranche A Lenders, the "OPTION TRIGGER WINDOW") to elect option to purchase from the Tranche B Lenders, all of the Tranche B Lenders' right, title and interest in, to and under the Operative Agreements with respect to the Tranche B Loans, for a cash price equal to the Outstanding Balance (as defined below) as of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectivelydate of purchase. If the Tranche A Lenders exercise such option to purchase prior to the exercise of the Holders' option to purchase contained in Section 3.12(b) below, the "OPTION SELLERS") in Tranche B Lenders shall sell to the Tranche A Lenders all (but of the Tranche B Lenders' right, title and interest in, to and under the Operative Agreements with respect to the Tranche B Loans at the price referenced above. Such option may be exercised by delivery to the Agent of a notice exercising such option, and specifying a closing date which shall be not less than all) 15 days nor more than 30 days after the date such notice is delivered. Promptly after delivery of such notice, the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such Tranche A Lenders shall enter into a definitive note purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with agreement having substantially the terms hereof, provided further, Lessee may only exercise of an Assignment and Acceptance and containing such option if at or about the same time other customary terms as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Subleaseparties may agree. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions For purposes of this Section 363.12(a) "Outstanding Balance" shall mean, as of any time, the outstanding principal amount of the Tranche B Loans, any fees or interest accrued thereon (including fees and interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto (whether or not any such item is an allowed claim under applicable law)) and unpaid at such time, and any other amounts then owing by the Borrower and the Credit Parties to the Tranche B Lenders under the Operative Agreements, including any amounts payable pursuant to any provision of Section 11 of the Participation Agreement, any costs of collection or enforcement (including reasonable attorneys' fees).

Right to Purchase. If Subject to the terms and conditions set out in this Agreement will not section, upon any expiration or early termination of this Agreement, and subject to any requirements of Flexiti’s financing provider(s) and/or securitization participants, Merchant shall have been earlier terminatedthe option to purchase, or an event of default arrange for a third party nominated by Lessee will not have occurred and be continuing at Merchant (the date of option exercise or the date fixed for purchase (as such date is specified below“Nominated Purchaser”), Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to purchase the right, title and interest Credit Card Accounts of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectivelyMerchant Originated Cardholders, the "OPTION SELLERS"associated Credit Card Account receivables, and the books and records and assets and liabilities related to such Credit Card Accounts (the “Portfolio”) in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereofset out below in this section (“Purchase Option”). The Purchase Option is exercisable by the Merchant serving written notice (the "Purchase Notice") (i) in the case of expiration of the Term, provided furtherby no later than six (6) months prior to expiration of the Term, Lessee may only exercise such option if at or about and (ii) in the same time as the exercise case of termination by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option notice pursuant to Section 36 of its respective Additional Master Leases and Sublease10, by no later than thirty (30) days after the date on which the termination is effective. The Option Sellers will sale of the Portfolio shall be obligated subject to sellthe negotiation and execution of a purchase and sale agreement (the “Purchase Agreement”) upon terms that are satisfactory to Flexiti and the Merchant or the Nominated Purchaser, as applicable (the “Portfolio Purchaser”). Such Purchase Agreement shall contain terms and Lessee will conditions that are customary in private label credit card portfolio purchase agreements, except as may be obligated otherwise required by either of the prospective parties to buythe Purchase Agreement, all such Master Lease Sites at a closing to be effective as acting reasonably. Flexiti and the Portfolio Purchaser shall negotiate the terms of the Purchase Option Closing DateAgreement in good faith and shall each use commercially reasonable efforts to conclude the negotiation of the Purchase Agreement (including agreeing to end such negotiations if they have not resulted in a final Purchase Agreement) within [***] following the expiration of this Agreement or [***] following early termination of this Agreement, as applicable (the “Purchase Agreement Negotiation Period”). Except as provided Notwithstanding anything to the contrary in this Section 36Agreement, Lessee Flexiti will have no right or option obligation to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and sell the Portfolio to the Sites are subject Portfolio Purchaser if the Purchase Agreement is not completed within the Purchase Agreement Negotiation Period, but such period will be extended upon mutual agreement of the parties (each acting reasonably and in good faith) to the provisions of this Section 36extent that negotiations towards a final Purchase Agreement are continuing in good faith among the parties.

Right to Purchase. If this Agreement will not have been earlier terminated, or an event of default by Lessee will not have occurred and be continuing at the date of option exercise or the date fixed for purchase (as such date is specified below), Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in Section 5.7 hereof, and except to the extent that the Class A Holders have acquired shares pursuant to the FT/DT Restructuring Agreement which otherwise would have given rise to Equity Purchase Rights hereunder, each Class A Holder shall have the right (an "Equity Purchase Right") to purchase from the Company (on a pro rata basis reflecting the respective ownership of shares of the applicable series or class of Class A Stock corresponding to the underlying series or class of Non-Class A Common Stock being issued, unless in the case of Section 5.1(d) all of the Class A Holders provide the Company prior to such purchase with written instructions to the contrary and such instructions are not inconsistent with Section 7.5 hereof or the Amended and Restated Standstill Agreement): (a) except under the circumstances described in clauses (e) and (f) below, if the Company shall issue (or sell from treasury) shares of Sprint FON Common Stock prior to the Recapitalization (including, without limitation, any shares issued upon (i) the exercise of stock options, warrants or other rights not issued pursuant to the Rights Agreement or in respect of options or other contractually binding rights under employee benefit plans, arrangements or contracts or (ii) the conversion or exchange of any securities) other than upon the conversion or exchange of Class A Common Stock, that number of additional shares of Class A Common Stock sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such shares, such Shares to be purchased at a per share purchase price equal to the Weighted Average Price paid for such shares of Sprint FON Common Stock whose issuance gave rise to such Equity Purchase Right; (b) except under the circumstances described in clauses (e) and (f) below, if after the Recapitalization the Company shall issue (or sell from treasury) shares of Sprint FON Common Stock (including, without limitation, any shares issued upon (i) the exercise of stock options, warrants or other rights not issued pursuant to the Rights Agreement or in respect of options or other contractually binding rights under employee benefit plans, arrangements or contracts or (ii) the conversion or exchange of any securities) other than upon the conversion or exchange of the Series 3 FON Stock or Class A Common Stock, that number of additional shares of Series 3 FON Stock sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such shares, such Shares to be purchased at a per share purchase price equal to the Weighted Average Price paid for such shares of Sprint FON Common Stock whose issuance gave rise to such Equity Purchase Right; (c) except to the extent the Class A Holders exercise their rights provided in clause (d) below and except under the circumstances described in clauses (e) and (f) below, if the Company shall issue (or sell from treasury) shares of Sprint PCS Common Stock (including, without limitation, any CP Conversion Shares or any shares issued upon (i) the exercise of stock options, warrants or other rights not issued pursuant to the Rights Agreement or in respect of options or other contractually binding rights under employee benefit plans, arrangements or contracts or (ii) the conversion or exchange of any securities) other than upon the conversion or exchange of the Series 3 PCS Stock or Class A Common Stock, that number of additional shares of Series 3 PCS Stock sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such shares, such Shares to be purchased at a per share purchase price equal to (x) if the Class A Holders exercise such Equity Purchase Rights during the 45 day period after the date of issuance (or sale from treasury) of such shares of Sprint PCS Common Stock (the "Initial Decision Period") giving rise to the Equity Purchase Right, the Market Price of a share of Series 1 PCS Stock on the date of such issuance, or (y) if the Class A Holders exercise such Equity Purchase Right after the Initial Decision Period, the higher of (I) the Market Price of a share of Series 1 PCS Stock on the date of such issuance giving rise to the Equity Purchase Right, and (II) the Market Price of a share of Series 1 PCS Stock on the date of such exercise by FT and DT of the Equity Purchase Right; (d) except to the extent the Class A Holders exercise their rights provided in clause (c) above, if (i) the Company shall issue (or sell from treasury) CP Conversion Shares, (ii) the Series 2 PCS Stock shall convert into Series 1 PCS Stock pursuant to Section 7.5(a) of Article SIXTH of the Articles, (iii) the Voting Power of the PCS Preferred Stock shall increase due to a transfer of the PCS Preferred Stock, or (iv) the CP Warrants shall be exercised in exchange for the issuance of Sprint PCS Stock, that number of additional shares of Series 3 FON Stock sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to such event, such Shares to be purchased at a per share purchase price equal to the Market Price of a share of Series 1 FON Stock on the date of such issuance giving rise to the Equity Purchase Right; provided, that (x) the Equity Purchase Rights under this Section 365.1(d) may not be exercised unless prior to exercising such rights the Class A Holders deliver a written certificate signed by their respective chief financial officers to the effect that such Class A Holders have made a good faith determination that it is not practicable or advisable at such time to acquire shares of Series 1 FON Stock through open market purchases or other purchases from third parties, Lessee will have no right or option to purchase any Sites subject and (y) the maximum aggregate amount of Series 3 FON Stock which may be purchased pursuant to this Agreement. Section 5.1(d) (either in a single purchase or in the aggregate through purchases over time) shall not exceed $300 million; (e) if the Company shall issue (or sell from treasury) Voting Securities other than Sprint Collocator acknowledges on its own behalf and on behalf FON Common Stock or Sprint PCS Common Stock, or issue shares of all Persons acquiring an interest Sprint FON Common Stock or Sprint PCS Common Stock pursuant to employee benefit plans, arrangements or contracts (other than in any Site respect of the exercise of stock options, warrants or other rights (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and issued pursuant to the Sites are subject Rights Agreement) in existence at any time on or before April 26, 1996 (including pursuant to employee benefit plans) or upon the conversion of any securities outstanding on or before April 26, 1996) other than upon the conversion or exchange of the Class A Stock or the Series 2 PCS Stock, that number of additional shares of Series 3 FON Stock and/or Series 3 PCS Common Stock, as the case may be, sufficient for the Class A Holders to maintain their aggregate Committed Percentage (and relative proportionate holdings of Series 3 FON Stock and Series 3 PCS Stock) as in effect immediately prior to the provisions issuance of this Section 36such Voting Securities, such Shares to be purchased at a per share purchase price equal to (i) in the case of the Series 3 FON Stock, the Market Price of a share of Series 1 FON Stock on the date of the issuance which gave rise to such Equity Purchase Right and (ii) in the case of the Series 3 PCS Stock, the Market Price of a share of Series 1 PCS Stock on the date of the issuance which gave rise to such Equity Purchase Right; and (f) if the Company shall issue (or sell from treasury) shares of Sprint FON Common Stock or Sprint PCS Common Stock in respect of the exercise of stock options, warrants or other rights (except rights issued pursuant to the Rights Agreement) in existence at any time on or before April 26, 1996 (including pursuant to employee benefit plans) or upon the conversion of any securities outstanding on or before April 26, 1996, other than upon the conversion or exchange of the Class A Stock, that number of additional shares of Series 3 FON Stock or Series 3 PCS Stock, as the case may be, sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such Voting Securities, such Shares to be purchased at a per share purchase price equal to the applicable FT/DT Weighted Purchase Price.

Right to Purchase. If this Agreement will Sublease shall not have been earlier terminated, or an event of default by Lessee will TowerCo shall not have occurred and be continuing at the date of option exercise or the date fixed for purchase (as such date is specified below), Lessee will TowerCo shall have an option, exercisable no earlier than one hundred eighty (1180) year days and no later than one hundred twenty (120) days prior to the Purchase Option Closing each Site Expiration Outside Date (the "OPTION TRIGGER WINDOWOption Trigger Window") to elect to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, SprintSBC's Improvements and any Tower Space Subtenant's Improvements on such Site(s)) then subject subleased under this Sublease which have the same Site Expiration Outside Date, at a purchase price equal to this Agreement for the net aggregate of the Option Purchase Price attributable Amounts and any additional amounts determined pursuant to Section 3(i) hereof for the Purchase applicable Sites (and on the other terms and subject to the conditions specified in this Agreement)herein specified. Lessee TowerCo may exercise such purchase option by submitting to the Option Sellers SBC in writing an offer to purchase for all of the Purchase such Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and SubleaseWindow. The Option Sellers will applicable Sublessors shall be obligated to sell, and Lessee will TowerCo shall be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing relevant Site Expiration Outside Date. SBC shall use commercially reasonable efforts to obtain (i) all consents to TowerCo's purchase of Leased Sites pursuant to this Section 62 60 35 that may be required by the Ground Leases encumbering such Sites and a waiver of any right of first refusal or similar provision in any Ground Lease giving the Ground Lessor the right to acquire the Site or Tower in question as a result of the exercise of such right and (ii) all approvals, waivers or releases from any contractual obligation under any colocation agreements, master agreements or other contracts or agreements in existence on the date hereof which would be violated by the transfer of any Site to TowerCo pursuant to this Section 35. In the event that SBC cannot obtain such consents or waivers on or prior to the closing date determined pursuant to Section 35(b), then SBC shall, at TowerCo's option, enter into alternative arrangements mutually acceptable to SBC and TowerCo which do not violate the terms of the applicable Ground Leases or other agreements and which provide TowerCo with rights and benefits comparable to those afforded by an assignment. Except as provided in this Section 3635, Lessee will TowerCo shall have no right or option to purchase any the Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36Sublease.

Right to Purchase. If this Agreement will not have been earlier terminated, or an Provided that no event of default by Lessee will has occurred hereunder and is continuing, and provided that Tenant shall not have occurred and be continuing vacated the Leased Property or subleased the entirety thereof, then at the expiration of the Term of this Lease or any Renewal Term, Tenant shall have the right and option to purchase the Leased Property on and as of the expiration date of the then current term of this Lease (unless Tenant shall have exercised its option exercise or to renew the date fixed term hereof for any then remaining Renewal Term, in which event Tenant shall not have the right to purchase, other than at the end of the next ensuing Renewal Term, and provided that at such time Tenant shall not have exercised an option for any then remaining Renewal Term). In that event if Tenant desires to purchase (as such date is specified below)the Leased Property, Lessee will have an option, exercisable no earlier than one (1) year and no Tenant shall serve notice upon Landlord not later than one hundred twenty eighty (120180) days prior to the Purchase Option Closing Date expiration of the then current Term of this Lease. The purchase price of the Leased Property shall be ninety (90%) percent of the "OPTION TRIGGER WINDOW") appraised fair market value of the Leased Property as a retail bank facility (if and to elect the extent improved as such), or for such other purpose as the Leased Property is then used at the time Tenant notifies Landlord of Tenant’s desire to purchase the rightLeased Property pursuant to this paragraph. Upon Landlord’s receipt of such notice, title the parties shall attempt to agree upon the fair market value of the Property. If the parties shall be unable to agree upon said fair market value, the parties shall employ the appraisal procedure set forth in paragraph 16(a) above, and interest the purchase price shall be set at ninety (90%) percent of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein bythe fair market value, through or under Sprint as so determined by the parties or by acquisition thereof from Sprint fromthe appraisal procedure set forth in paragraph 16(a) above. Once delivered, on and after Tenant’s notice of intent to purchase as aforesaid shall be irrevocable. Closing shall be conducted within thirty (30) days next following the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) determination of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all fair market value of the Purchase Sites within Leased Property but no later than thirty (30) days next following the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions expiration date of this Section 36Lease.

Right to Purchase. If this Agreement will Sublease shall not have been earlier terminated, or an event of default by Lessee will TowerCo shall not have occurred and be continuing at the date of option exercise or the date fixed for purchase (as such date is specified below), Lessee will TowerCo shall have an option, exercisable no earlier than one hundred eighty (1180) year days and no later than one hundred twenty (120) days prior to the Purchase Option Closing each Site Expiration Outside Date (the "OPTION TRIGGER WINDOWOption Trigger Window") to elect to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excludingthen subleased under this Sublease which have the same Site Expiration Outside Date, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject at a purchase price equal to this Agreement for the net aggregate of the Option Purchase Price attributable Amounts and any additional amounts determined pursuant to Section 3(i) hereof for the Purchase applicable Sites (and on the other terms and subject to the conditions specified in this Agreement)herein specified. Lessee TowerCo may exercise such purchase option by submitting to the Option Sellers SBCW in writing an offer to purchase for all of the Purchase such Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and SubleaseWindow. The Option Sellers will applicable Sublessors shall be obligated to sell, and Lessee will TowerCo shall be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing relevant Site Expiration Outside Date. SBCW shall use commercially reasonable efforts to obtain all consents to TowerCo's purchase of Leased Sites pursuant to this Section 35 that may be required by the Ground Leases encumbering such Sites. In the event that SBCW cannot obtain such consents on or prior to the closing date determined pursuant to Section 35(b), then SBCW shall, at TowerCo's option, enter into alternative arrangements mutually acceptable to SBCW and TowerCo which do not violate the terms of the applicable Ground Leases and which provide TowerCo with rights and benefits comparable to those afforded by an assignment. Except as provided in this Section 3635, Lessee will TowerCo shall have no right or option to purchase any the Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36Sublease.

Right to Purchase. If this Agreement will not have been earlier terminated(a) During the Term of the Lease, or an event of default by Lessee will not have occurred and be continuing at the date of option exercise or the date fixed for purchase (as such date is specified below), Lessee Tenant will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect one-time right to purchase the rightSan Diego Facility as set forth below. The option set forth in this Section 38 is personal to Quidel Corporation and its Affiliates and may not be exercised by any other assignee or sublessee. If either (x) Landlord determines to sell the San Diego Facility to an unaffiliated buyer or (y) Landlord receives an unsolicited offer to sell the San Diego Facility to an unaffiliated potential buyer and Landlord wishes to either accept such offer or make a counter-offer to such potential buyer, Landlord shall notify Tenant of same, setting forth the essential terms of the sale (price, payment terms, “AS IS” or other condition of property, due diligence conditions, title and other contingencies, allocation of prorations and closing costs, and closing date). Within twenty-one (21) days of receipt of Landlord’s notice, Tenant may deliver to Landlord a notice of Tenant’s election to purchase the San Diego Facility, on the terms set forth in Landlord’s notice. Notwithstanding the foregoing, in no event shall any of the following permit Tenant to exercise its rights pursuant to this Section 38: (i) the sale of the San Diego Facility as part of a transaction involving more than one project owned by an entity directly or indirectly owned by Alexandria Real Estate Equities, L.P. or ARE-QRS Corp. or its Affiliates, (ii) a merger or acquisition of Alexandria Real Estate Equities, L.P. or ARE-QRS Corp. or any of its Affiliates into or by another entity or (iii) the sale or transfer of any direct or indirect interest in Alexandria Real Estate Equities, L.P. or ARE-QRS Corp. or any of Lessor its Affiliates. (b) If Tenant timely exercises any such right to purchase, the parties shall within forty-five (45) days execute and deliver to one another an agreement of purchase and sale reasonably acceptable to Landlord and Tenant (the “Purchase Agreement”). The Purchase Agreement shall provide that Landlord agrees to sell and Tenant agrees to purchase the San Diego Facility “as-is, where-is”, with customary representations and warranties made by Landlord or its Affiliates, but excluding any applicable Party comprising Sprint representation or warranty, express or implied, of any kind by Landlord relating to the physical condition of the San Diego Facility. Each of the parties covenants to make a good faith effort to negotiate the Purchase Agreement. (c) If (i) Tenant does not timely exercise such right, (ii) Tenant timely exercises such right but the parties do not execute the Purchase Agreement within such 45-day period, or (iii) the parties timely execute the Purchase Agreement but the Purchase Agreement is thereafter terminated for any reason other than Landlord’s default, then Landlord shall thereafter be free to sell the San Diego Facility to any party and Tenant’s rights under this Section 38 shall terminate and be of no further force or effect. Notwithstanding the foregoing, Landlord shall not sell the San Diego Facility for a price less than ninety (95%) of the price last offered to Tenant or on other terms which are materially more favorable than those offered to Tenant without first offering Tenant again the right to purchase the San Diego Facility at the lower price or on such more favorable terms. Notwithstanding the foregoing, in the event Landlord and Tenant did not execute the Purchase Agreement despite their good faith efforts to negotiate the same as contemplated by Section 38(b), Landlord may sell the San Diego Facility for any lower price or on more favorable terms without first offering Tenant again the right to purchase the San Diego Facility at the lower price or on such more favorable terms. (d) Tenant’s rights under this Section 38 shall not apply to any transfer of the San Diego Facility to Landlord’s Mortgagee, either by foreclosure, trustee’s sale, deed in lieu of foreclosure, or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") transfer to any lender in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunderrights, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites or the purchaser at a closing to be effective as of any foreclosure sale if not the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36lender.

Right to Purchase. If this Agreement will not have been earlier terminatedWithout prejudice to the enforcement of the First-Priority Secured Parties’ remedies, the First-Priority Secured Parties agree that following (a) the acceleration of the First-Priority Obligations in accordance with the terms of the First-Priority Documents, or (b) the commencement of an event of default by Lessee will not have occurred and be continuing at the date of option exercise Insolvency or the date fixed for purchase Liquidation Proceeding with respect to any Grantor (as such date is specified beloweach, a “Purchase Event”), Lessee will have an within 10 Business Days of the Purchase Event, one or more Second-Priority Secured Parties may request (which request, once given, shall be irrevocable and fully binding on such Second-Priority Secured Parties), and the First-Priority Secured Parties hereby offer the Second-Priority Secured Parties the option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to purchase the rightall, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all, of the aggregate amount of First-Priority Obligations outstanding at the time of purchase (and shall thereby assume all commitments and duties of the First-Priority Secured Parties) at par, plus any premium that would be applicable upon prepayment of the First-Priority Obligations and all accrued and unpaid interest, fees, and expenses, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to an Assignment and Assumption (as such term is defined in the First Lien Note Purchase Agreement, whether or not then in effect)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within 10 Business Days of the request. If one or more of the Second-Priority Secured Parties exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the First-Priority Collateral Agent and the Second-Priority Collateral Agent, and which shall in any event contain a waiver by each Second-Priority Collateral Agent (on behalf of itself and the related Second-Priority Secured Parties) of all claims arising out of this Agreement and the Purchase Sites (excludingtransactions contemplated hereby as a result of exercising the purchase option contemplated by this Section 5.10. If more than one Second-Priority Secured Party has exercised such purchase right and the aggregate amount of all purchase rights exercised exceeds the amount of the First-Priority Obligations the amount with respect to which each exercising Second-Priority Secured Party shall be deemed to have exercised its purchase right shall be reduced on a ratable basis according to the amounts of the original exercises of such purchase right by each such Second-Priority Secured Party. If none of the Second-Priority Secured Parties timely exercise such right, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject the First-Priority Secured Parties shall have no further obligations pursuant to this Agreement Section 5.10 for the net aggregate Option such Purchase Price attributable to the Purchase Sites (Event and on the other terms and subject to the conditions specified may take any further actions in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window their sole discretion in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases First-Priority Documents and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36.

Right to Purchase. If this Following the Investment Completion Date, and except as provided in Section 5.7 hereof, each Class A Holder shall have the right (an "Equity Purchase Right") to purchase from the Company (on a pro rata basis reflecting the respective ownership of shares of Class A Stock): (a) except under the circumstances described in clauses (b) and (c) below, if after the Investment Completion Date, the Company shall issue (or sell from treasury) shares of Common Stock (including, without limitation, any shares issued upon (i) the exercise of stock options, warrants or other rights not issued pursuant to the Rights Agreement will not have been earlier terminatedor in respect of options or other contractually binding rights under employee benefit plans, arrangements or contracts or (ii) the conversion or exchange of any securities) other than upon the conversion or exchange of the Class A Preference Stock or the Class A Common Stock, that number of additional shares of Class A Preference Stock (if Class A Preference Stock shall then be outstanding) or Class A Common Stock (if no Class A Preference Stock shall then be outstanding) sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such shares, such Shares to be purchased at a per share purchase price equal to (x) in the case of Class A Common Stock, the Weighted Average Price paid for such shares of Common Stock whose issuance gave rise to such Equity Purchase Right, and (y) in the case of the Class A Preference Stock, the product of the Weighted Average Price paid for such shares of Common Stock multiplied by the number of Class A Conversion Shares related to one share of Class A Preference Stock outstanding immediately prior to such purchase; (b) if after the Investment Completion Date the Company shall issue (or sell from treasury) Voting Securities other than Common Stock, or an event issue shares of default by Lessee will not have occurred and Common Stock pursuant to employee benefit plans, arrangements or contracts (other than in respect of the exercise of stock options, warrants or other rights (except rights issued pursuant to the Rights Agreement) in existence at any time on or before the Investment Completion Date (including pursuant to employee benefit plans)) or upon the conversion of any securities outstanding on or before the Investment Completion Date other than upon the conversion or exchange of the Class A Preference Stock or the Class A Common Stock, that number of additional shares of Class A Preference Stock (if the Class A Preference Stock shall then be continuing outstanding) or Class A Common Stock (if no Class A Preference Stock shall then be outstanding) sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such Voting Securities, such Shares to be purchased at a per share purchase price equal to (i) in the case of the Class A Common Stock, the Market Price of a share of Common Stock on the date of option exercise or the date fixed for purchase issuance which gave rise to such Equity Purchase Right and (as ii) in the case of the Class A Preference Stock, the product of the Market Price of a share of Common Stock on such date is specified below)of issuance, Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to multiplied by the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36.number

Right to Purchase. If this Agreement will not have been earlier terminatedThe Company shall only issue New Shares in accordance with the following terms: (a) In the event the Company desires to issue any New Shares, or an event it shall first deliver to each Purchaser a written notice (each such notice, a "Notice of default by Lessee will not have occurred Proposed Issuance") specifying the name and be continuing at address of the date proposed purchaser of option exercise or the date fixed for purchase New Shares (as each such date is specified belowpurchaser, a "Proposed Buyer"), Lessee will have an option, exercisable no earlier than one the type and total number of such New Shares which the Company then desires to issue to such Proposed Buyer (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectivelysuch New Shares, the "OPTION SELLERSOffered New Shares") in all (but not less than all) of the Purchase Sites (excluding), in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within terms, including the Option Trigger Window price, upon which the Company proposes to issue such Offered New Shares to such Proposed Buyer, and stating that the Purchasers shall have the right to purchase such Offered New Shares in the manner specified in SECTION 5.1 at the price and in accordance with the terms hereof, provided further, Lessee may only exercise and provisions specified in such option if at or about Notice of Proposed Issuance. (b) During the same time as thirty consecutive day period commencing on the exercise by Lessee date on which the Purchasers receive the Notice of its purchase option hereunderProposed Issuance, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of Purchaser shall have the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites the Offered New Shares subject to such Notice of Proposed Issuance at the price and terms specified in such Notice of Proposed Issuance and in the amount specified in SECTION 5.1(c). Each Purchaser shall give written notice of its election to the Company on or before the last day of such thirty (30) day period and if a Purchaser has not given such written notice within such period, such Purchaser shall be deemed to have rejected its right to purchase the Offered New Shares. The Purchaser shall have the right to condition its purchase of the Offered New Shares upon the closing of the sale of the balance of such Offered New Shares to the Proposed Buyer. (c) Each Purchaser shall have the right to purchase that number of the Offered New Shares as shall be equal to the number of such Offered New Shares multiplied by a fraction, the numerator of which shall be the number of Common Shares then owned by such Purchaser (assuming full conversion of all Preferred Shares owned by such Purchaser), and the denominator of which shall be the aggregate number of Common Shares then owned by all of the Shareholders. The amount of such Offered New Shares that each Purchaser is entitled to purchase under this AgreementSECTION 5.1(c) shall be referred to as its "Proportionate Share." (d) Each Purchaser shall have a right of oversubscription such that if any Purchaser fails to elect to purchase its full Proportionate Share of the Offered New Shares, the remaining Purchasers shall, among them, have the right to purchase up to the balance of such Offered New Shares not so purchased. Sprint Collocator acknowledges The Purchasers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Offered New Shares. If, as a result thereof, such oversubscriptions exceed the total number of the Offered New Shares available in respect to such oversubscription privilege, the oversubscribing Purchasers shall be cut back with respect to oversubscriptions on its own behalf a PRO RATA basis in accordance with their respective Proportionate Shares or as they may otherwise agree among themselves. (e) The Company shall have the right, until the expiration of ninety (90) consecutive days commencing on the first day immediately following the expiration of the thirty (30) day period specified in SECTION 5.1(b) to issue the remaining Offered New Shares to the applicable Proposed Buyer at the price and terms specified in the applicable Notice of Proposed Issuance. If for any reason the remaining Offered New Shares are not issued to such Proposed Buyer within such period and at such stated price and on behalf of all Persons acquiring an interest such stated terms, the right to issue in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement accordance with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36.such

Right to Purchase. If this Agreement will not have been earlier terminatedAfter a Project Failure, or an event of default by Lessee will not have occurred and be continuing at if Xxxxxxxx has acquired the date of option exercise or Hambling Parcels, the date fixed for purchase (as such date is specified below), Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to City may elect to purchase (“Purchase Option”) the rightHambling Parcels, title and interest increased in size by their respective share of Lessor and any applicable Party comprising Sprint the vacated street rights-of-way, if applicable, for a purchase price equal to the greater of (i) the then fair market value of the Hambling Parcels (“FMV”) or any other Person holding an interest therein by(ii) the amount Hambling paid for the acquisition of the Hambling Parcels from Seventy-Nine Forty, through or under Sprint or by acquisition thereof from Sprint from, on and after LLC (such amount in (ii) referred to as the Effective Date (collectively“Purchase Price Floor”). In order to exercise its Purchase Right, the "OPTION SELLERS"City must provide written notice (“Purchase Notice”) in all to PWRF of such election within thirty (but not less than all30) days of the occurrence of the Project Failure. Within [ ] days of receipt of the Purchase Sites Notice, PWRF shall inform the City of its reasonable determination of the FMV and the purchase price. If the City objects to PWRF’s determination, then the Parties shall meet and confer for up to thirty (excluding30) days (“Negotiation Period”) in order to determine a mutually agreeable purchase price. In the event the Parties are unable to agree within the Negotiation Period, then the purchase price shall be determined as follows (but in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for no event shall be less than the net aggregate Option Purchase Price attributable Floor): (i) Within ten (10) business days of the end of the Negotiation Period, each of the Parties shall select one MAI real estate appraiser with at least ten (10) years’ full-time commercial appraisal experience in the greater Snoqualmie, WA area for comparable projects and who is neutral and has not rendered services to either PWRF or City or their respective affiliates within the preceding ten (10) year period (each, an “Appraiser”). (ii) Within ten (10) days after each of the Appraisers have been selected, each Appraiser shall make its respective determination of the FMV, provided, however, that if either Appraiser requests additional information or documentation needed to make its determination of the FMV, such ten (10) day period shall be extended by up to an additional twenty (20) days, and each Party shall cooperate to provide any such requested information and documentation to the Purchase Sites (and on the other terms and subject applicable Appraiser. The determination of each Appraiser shall be limited solely to the conditions specified in this Agreement)FMV. Lessee may exercise such purchase option by submitting Neither Appraiser shall have the power to the Option Sellers in writing an offer to purchase all add to, modify, or change any of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36Agreement. (iii) Upon a Party’s selected Appraiser’s determination of the purchase price, such Party shall cause its selected Appraiser to notify the Parties thereof. Upon each Appraiser having made its determination of FMV, the purchase price shall be equal the greater of (A) the mean of the two Appraisers’ respective determinations of the FMV (i.e., the average of the two Appraisers’ respective determinations of the FMV) or (B) the Purchase Price Floor. Such determination of the purchase price shall be final. The cost of each Appraiser shall be paid by the Party that selected such Appraiser. Upon determination of the purchase price, the Parties agree to execute and deliver such reasonable documentation necessary to effectuate such transfer.

Right to Purchase. If this Agreement will not Unless the Facility Assets shall have been earlier terminated, sold or disposed of pursuant to this Lease or an event Event of default by Lessee will not Loss shall have occurred and be continuing or an Event of Default shall exist at the date time of option exercise giving the notice referred to below or at the date fixed for purchase (as such date is specified below)purchase, Lessee will shall have an the right, at its option, exercisable no earlier to purchase the Facility Assets as the time and at the price as follows: (i) on July 31, 2001, January 31, 2002, or July 31, 2002, for a purchase price equal to the greater of Stipulated Loss Value on such Rent Date and the Fair Market Sale Value of the Facility Assets on such Rent Date, (ii) on January 31, 1997, for a purchase price equal to 112.10784139% of Lessor's Cost, (iii) on the first Rent Date occurring more than one 90 days after Lessee shall have delivered to Lessor and Indenture Trustee an Officer's Certificate in form and substance satisfactory to each of them evidencing in reasonable detail that Burdensome Alterations are required and have not yet been effected (1if such Rent Date is after the fifth anniversary of the Closing Date) year or, if there shall occurred a Burdensome Event, on the first Rent Date occurring more than 90 days after such occurrence, in either case for a purchase price equal to the greater of Stipulated Loss Value on such Rent Date and no later the Fair Market Sale Value of the Facility Assets on such Rent Date, (iv) on the last day of the Basic Term, for a purchase price equal to the Fair Market Sale Value of the Facility Assets, (v) on the last day of the Basic Term, for a purchase price equal to 60.00% of Lessors' Cost or (vi) on the last day of any Renewal Term, for a purchase price qual to the Fair Market Sale Value of the Facility Assets on such date. IN order to exercise any such right, Lessee shall notify each Lessor Party thereof in writing not more than one hundred twenty 12 months nor less than 6 months (12030 days in the case of clause (iii) days above) prior to the Purchase Option Closing Date (date fixed for purchase, which notice shall be irrevocable and shall specify the "OPTION TRIGGER WINDOW") basis for the notice, the option selected and the date purchase is to elect be made. If Lessee shall fail to purchase the rightFacility Assets pursuant to this Section 4.02 at the end of the Term (including any elected Renewal Term), title and interest Lessor shall, subject to Section 4.01, be free to lease or dispose of Lessor and all or any applicable Party comprising Sprint or part of the Facility assets to any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject terms acceptable to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36Owner Participant.

Right to Purchase. If this Agreement will not have been earlier terminatedAfter a Project Failure, or an event of default by Lessee will not have occurred and be continuing at if Hambling has acquired the date of option exercise or Hambling Parcels, the date fixed for purchase (as such date is specified below), Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to City may elect to purchase (“Purchase Option”) the Hambling Parcels, increased in size by their respective share of the vacated street right-of-way, title and interest if applicable, for a purchase price equal to the greater of Lessor and any applicable Party comprising Sprint (i) the then fair market value of the Hambling Parcels (“FMV”) or any other Person holding an interest therein by(ii) the amount Hambling paid for the acquisition of the Hambling Parcels from Seventy-Nine Forty, through or under Sprint or by acquisition thereof from Sprint from, on and after LLC (such amount in (ii) referred to as the Effective Date (collectively“Purchase Price Floor”). In order to exercise its Purchase Right, the "OPTION SELLERS"City must provide written notice (“Purchase Notice”) in all to PWRF of such election within ninety (but not less than all90) days of the occurrence of the Project Failure. Within sixty (60) days of receipt of the Purchase Sites Notice, PWRF shall inform the City of its reasonable determination of the FMV and the purchase price. If the City objects to PWRF’s determination, then the Parties shall meet and confer for up to ninety (excluding90) days (“Negotiation Period”) in order to determine a mutually agreeable purchase price. In the event the Parties are unable to agree within the Negotiation Period, then, if the City continues to desire to purchase the Hambling Parcels, the purchase price shall be determined as follows (but in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for no event shall be less than the net aggregate Option Purchase Price attributable Floor): (i) Within ten (10) business days of the end of the Negotiation Period, each of the Parties shall select one MAI real estate appraiser with at least ten (10) years’ full-time commercial appraisal experience in the greater Snoqualmie, WA area for comparable projects and who is neutral and has not rendered services to either PWRF or City or their respective affiliates within the preceding ten (10) year period (each, an “Appraiser”). (ii) Within ten (10) days after each of the Appraisers have been selected, each Appraiser shall make its respective determination of the FMV, provided, however, that if either Appraiser requests additional information or documentation needed to make its determination of the FMV, such ten (10) day period shall be extended by up to an additional twenty (20) days, and each Party shall cooperate to provide any such requested information and documentation to the Purchase Sites (and on the other terms and subject applicable Appraiser. The determination of each Appraiser shall be limited solely to the conditions specified in this Agreement)FMV. Lessee may exercise such purchase option by submitting Neither Appraiser shall have the power to the Option Sellers in writing an offer to purchase all add to, modify, or change any of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36Agreement. (iii) Upon a Party’s selected Appraiser’s determination of the purchase price, such Party shall cause its selected Appraiser to notify the Parties thereof. Upon each Appraiser having made its determination of FMV, the purchase price shall be equal the greater of (A) the mean of the two Appraisers’ respective determinations of the FMV (i.e., the average of the two Appraisers’ respective determinations of the FMV) or (B) the Purchase Price Floor. Such determination of the purchase price shall be final. The cost of each Appraiser shall be paid by the Party that selected such Appraiser. Upon determination of the purchase price, the Parties agree to execute and deliver such reasonable documentation necessary to effectuate such transfer. City: CITY OF SNOQUALMIE, a Washington municipal corporation By: Name: Xxxxxxxxx Xxxx Title: Mayor PWRF: PACIFIC WEST RAIL FOUNDATION, a Washington nonprofit corporation By: Name: Xxxxx Xxxxxxxx Title: Exhibit D Public Use Covenant

Right to Purchase. If this Agreement will not have been earlier terminated(a) In the event the Company desires to issue any New Shares (other than with respect to Convertible Securities or restricted stock awards or other stock-based awards issued to any director, officer or employee of, or an event consultant to, the Company pursuant to any compensation or equity incentive plan, which shall be governed by Section 4.4 below), it shall first deliver to Novartis a written notice (the “Notice of default by Lessee will not have occurred and be continuing at Proposed Issuance”) specifying the date of option exercise Board discussion or approval with respect to the date fixed for proposed issuance; purpose of the issuance, the identity of the proposed purchasers, if known, and the type and total number of such New Shares which the Company then desires to issue, all of the terms, including an expected price range, upon which the Company proposes to issue the New Shares, and stating that, in connection with the proposed issuance, Novartis shall have the right to purchase shares in the manner specified in Section 4.1(b). The Company shall inform Novartis periodically of its intentions regarding such proposed issuance. Subject to Section 4.1(b), the Company shall have the right to issue the New Shares at any time during the ninety (as such date is specified 90) day period following delivery of the Notice of Issuance, following which any desired issuance of New Shares shall again be subject to this Section 4.1(a). (b) In the event the Company issues any New Shares (other than with respect to Convertible Securities or restricted stock awards or other stock-based awards issued to any director, officer or employee of, or consultant to, the Company pursuant to any compensation or equity incentive plan, which shall be governed by Section 4.4 below), Lessee will it shall deliver to Novartis a written notice (the “Notice of Actual Issuance”) specifying the type, price (meaning price paid by other purchasers), total number of such New Shares which the Company issued (the “Sold New Shares”), the date on which such sale occurred (the “New Share Issuance Date”) and any other material terms applicable to the Sold New Shares and/or the terms of issuance within one Business Day of such New Share Issuance Date. Novartis shall have an the option, exercisable no earlier than one by written notice of exercise to Idenix (1the “New Shares Exercise Notice”) year and no later than one hundred twenty to purchase up to its pro rata portion of the Sold New Shares (120which shall be equal to that number of shares determined by multiplying (X) days the Sold New Shares by (Y) that fraction equal to dividing the number of shares of Voting Stock owned by Novartis, including shares of Voting Stock owned by Affiliates) by the total number of shares of Voting Stock outstanding immediately prior to the Purchase Option Closing issuance of the Sold New Shares (such pro rata portion of Sold New Shares, the “Pro Rata New Shares”); provided, however, that for purposes of this Section 4.1(b) only, the number of shares of Voting Stock deemed to be owned by Novartis and its Affiliates shall also include the number of (i) New Shares accrued, and not yet offered in connection with Novartis’s subscription rights pursuant to Section 4.4 and (ii) New Shares for which Novartis’s option to purchase its Pro Rata New Shares has not expired or been exercised pursuant to Section 4.4. If Novartis elects within fifteen (15) days of the New Shares Issuance Date (the "OPTION TRIGGER WINDOW") to elect to purchase the rightPro Rata New Shares, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or Novartis shall purchase such Pro Rata New Shares at a price per share equal to that paid by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other same terms and subject conditions applicable to the conditions specified in this Agreementother purchasers of the Sold New Shares and the closing of such Pro Rata New Shares shall occur within seven (7) Business Days following Novartis’ election to purchase the Pro Rata New Shares. If Novartis elects to purchase the Pro Rata New Shares after such fifteen (15) day period, Novartis shall purchase such Pro Rata New Shares at a price per share equal to (A) that paid by the other purchasers of the Sold New Shares plus (B) a 10% premium to (A). Lessee may exercise , and the closing of such purchase option by submitting to the Option Sellers in writing an offer shall occur within seven (7) Business Days following Novartis’ election to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and SubleasePro Rata New Shares. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or Novartis’ option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and the Pro Rata New Shares shall expire to the Sites are subject extent Novartis has not delivered a New Shares Exercise Notice on or prior to the provisions of this Section 36thirtieth (30th) day following the New Share Issuance Date.

Right to Purchase. If this Agreement will not have been earlier terminated(a) If, or an event of default by Lessee will not have occurred and be continuing at after the date of option exercise this Agreement, Tricap, BAM or any of their respective Affiliates is required to make a payment in respect of, or suffers realization under or in connection with, any Credit Support pursuant to the terms and conditions of the related credit facility, and it has not received a corresponding offsetting or compensatory payment in respect thereof from WEF or the date fixed for purchase (as lenders under such date is specified belowcredit facility, then Tricap shall give notice thereof to WEF, providing details of the payment or realization and the value thereof determined at such date. For the purposes of this Agreement, the value so determined, subject to Section 2.1(c), Lessee will have an optionis referred to as the “Other Consideration”. (b) If, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior on or after February 9, 2009, Tricap, BAM or any of their respective Affiliates is required to make a payment in respect of, or suffers realization under or in connection with any Credit Support pursuant to the Purchase Option Closing Date terms and conditions of the related credit facility (the "OPTION TRIGGER WINDOW") to elect to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint it has not received a corresponding offsetting or any other Person holding an interest therein by, through or under Sprint or by acquisition compensatory payment in respect thereof from Sprint fromWEF or the lenders under such credit facility), on and after Tricap shall have the Effective Date option (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and or on behalf of all Persons acquiring BAM or an interest in any Site Affiliate of Tricap or BAM) to acquire from WEF either (except for A) Preferred Shares having a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and value equal to the Sites are Other Consideration, or (B) subject to Securities Laws, that number of Common Shares equal to (i) the provisions Other Consideration (subject to a maximum of $15 million), divided by (ii) the Issue Price; provided that (x) to the extent that WEF is not permitted by Securities Laws to issue Common Shares at the Issue Price, Tricap shall be entitled to receive from WEF a cash payment equal to the difference between the Issue Price and the price at which such shares are issued, multiplied by the number of shares so issued, and (y) WEF may issue Non-Voting Shares to Tricap to the extent that the Exchange Limitation would apply so that Tricap and its Affiliates would not otherwise beneficially own, or exercise control or direction over, more than 49% of the Common Shares then outstanding. Such option may be exercised by Tricap on not less than five Business Days’ prior written notice to WEF, which notice shall include any other details contemplated by Section 2.1(a). (c) WEF and Tricap acknowledge and agree that the provision of the Credit Support constitutes good and valuable consideration to WEF and that it is not less valuable than the fair equivalent of the money that WEF would have received if the Shares or Preferred Shares issued on account of the Other Consideration were issued for money. Any question or dispute between WEF and Tricap with respect to the value of the Other Consideration for the purposes of this Section 362.1 shall be referred to WEF’s auditors, who shall either confirm the value set forth in the notice or provide an alternative value, and whose determination shall be final and binding on the parties. (d) Tricap’s and WEF’s respective rights and obligations under this Section 2.1 shall be conditional upon WEF having been provided with such documentation and other evidence satisfactory to WEF, in its sole discretion, as to the existence and terms of any Credit Support and the details of any payments made thereon, or realization thereunder borne, by Tricap, BAM or any of their respective Affiliates, and a full and unconditional release from the party providing the Credit Support and Tricap (and any other Affiliate on whose behalf Tricap is exercising the option hereunder) in favour of WEF in respect of any loss, claim, charge, damages or liabilities arising from or in connection with the payment or realization, conditional upon the issue and delivery of all of the Shares or Preferred Shares and any payment required by Section 2.1(b).

Right to Purchase. If (a) ADL hereby grants to Hess the right (the "Additional Purchase Right"), in accordance with this Agreement will Section 9.1, to purchase from ADL up to 50,000 shares of Common Stock held by ADL. (b) Hess may exercise the Additional Purchase Right at any time on or after a Liquidity Event, provided that the Additional Purchase Right shall expire if Hess has not have been earlier terminated, or an event of default by Lessee will not have occurred and be continuing at exercised such right (x) within three years after the date of option exercise hereof or (y) in connection with a Liquidity Event, whichever is later, and provided further that if the date fixed for purchase Liquidity Event is an IPO (as such date is specified defined below), Lessee will have an optionthe Additional Purchase Right shall expire if Hess has not exercised such right within thirty (30) days after the closing thereof. (c) If Hess shall decide to exercise the Additional Purchase Right in connection with a Liquidity Event, exercisable Hess shall give ADL written notice of such decision at least five (5) business days prior to the scheduled occurrence of the Liquidity Event, which notice shall include the number of shares of Common Stock which Hess desires to purchase from ADL (the "Additional Purchase Shares"). The purchase price for each of the Additional Purchase Shares shall be the midpoint between (x) $200 per share and (y) the price per share of Common Stock determined for purposes of the Liquidity Event, provided that in no earlier event shall the purchase price for the Additional Purchase Shares be less than one $200 per share. Notwithstanding the foregoing, if Hess shall decide to exercise the Additional Purchase Right in connection with a Liquidity Event (the "Exercise Liquidity Event") and there has been a preceding Liquidity Event, the purchase price for each of the Additional Purchase Shares shall be the midpoint between (x) the price per share established in the Liquidity Event next preceding the Exercise Liquidity Event and (y) the price per share of Common Stock determined for purposes of the Exercise Liquidity Event, provided that in no event shall the purchase price for the Additional Purchase Shares be less than the greater of (1) year $200 per share or (2) the price per share established in the Liquidity Event next preceding the Exercise Liquidity Event. If a value for the Common Stock is not established in a Liquidity Event for any reason, then Hess and no later ADL shall establish the Fair Market Value (as defined in Section 9.1 (d) below) of a share of Common Stock in accordance with the procedure described in Section 9.1 (d) below as of the date of such Liquidity Event, provided that Hess and ADL shall share the cost of any independent appraiser retained upon mutual agreement of ADL and Hess, as well as the cost of any third appraiser required by the provisions of such section. Hess' purchase of the Additional Purchase Shares shall happen on or before the Liquidity Event, provided that if it is necessary to establish a Fair Market Value in accordance with the procedure described in Section 9.1 (d) below, Hess' purchase of the Additional Purchase Shares shall happen within five (5) business days after the determination of Fair Market Value. Hess shall pay the purchase price for the Additional Purchase Shares in cash. (d) If Hess shall decide to exercise the Additional Purchase Right at any time other than one hundred twenty in connection with a Liquidity Event, Hess shall give ADL written notice of such decision at least sixty (12060) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect date on which Hess desires to purchase the rightAdditional Purchase Shares, title which notice shall include the number of Additional Purchase Shares. The purchase price for each of the Additional Purchase Shares shall be the midpoint between (x) the price per share established in the Liquidity Event next preceding the date on which Hess provides ADL with the foregoing notice and interest (y) the Fair Market Value of Lessor a share of Common Stock, determined as set forth below, provided that in no event shall the purchase price for the Additional Purchase Shares be less than the greater of (1) $200 per share or (2) the price per share established in the Liquidity Event next preceding the date on which Hess provides ADL with the foregoing notice. For purposes of this Section 9.1(d), "Fair Market Value" shall mean the fair market value of a share of Common Stock established by an independent appraiser selected and any applicable Party comprising Sprint or any other Person holding retained upon mutual agreement of Hess and ADL (whose fee shall be paid in full by Hess); provided, however, that if Hess and ADL cannot agree upon an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectivelyindependent appraiser, the "OPTION SELLERS") in all (but not less than all) Fair Market Value of a share of Common Stock will be established as follows: Each of Hess and ADL will select an appraiser. The Fair Market Value shall be the fair market value arrived at by those appraisers within 60 days following the appointment of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements last appraiser to be appointed. In the event that the two appraisers cannot agree on such Site(s)fair market value within such period of time, (i) then subject to this Agreement for if the net aggregate Option Purchase Price attributable to the Purchase Sites appraisers' valuations are within ten percent of each other (and based on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all lower of the Purchase Sites within two valuations), the Option Trigger Window in accordance with Fair Market Value shall be the terms hereof, provided further, Lessee may only exercise such option if at or about mean of the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to selltwo valuations, and Lessee (ii) if the differences in the valuations are greater than ten percent, the appraisers shall select a third appraiser who will be obligated to buycalculate the fair market value independently, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except and, except as provided in the next sentence, the Fair Market Value of the Common Stock shall in each case be the average of the two fair market values arrived at by the appraisers who are closest in amount. If one appraiser's valuation is the mean of the other two valuations, the mean valuation shall be the Fair Market Value. In the event that the two original appraisers cannot agree upon a third appraiser within 30 days following the end of the 60 day period referred to above, then the third appraiser shall be appointed by the American Arbitration Association. Hess shall pay the fees and expenses of the appraiser selected by Hess, ADL shall pay the fees and expenses of the appraiser selected by ADL, and Hess shall pay the fees and expenses of any third appraiser appointed pursuant to this Section 36, Lessee will have no right provision. The Fair Market Value shall be determined without taking into account any discount or option other reduction in value caused by or related to the lack of marketability of any of the Common Stock. Hess' purchase of the Additional Purchase Shares shall happen within five (5) business days after the determination of Fair Market Value. If Hess elects not to purchase any Sites subject the Additional Purchase Shares after the determination of Fair Market Value, Hess shall notify ADL in writing and Hess' rights and obligations to this Agreementpurchase such shares shall terminate. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest Hess shall pay the purchase price for the Additional Purchase Shares in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36cash.

Right to Purchase. If this Agreement will not have been earlier terminated, or an event of default by Lessee will not have occurred and be continuing at the date of option exercise or the date fixed (a) Except for purchase (as such date is specified below), Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint a Permitted Transfer or any other Person holding an interest therein byproposed Transfer governed by Section 5.02 or Section 5.04, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excludingno Membership Interest shall be Transferred, in all caseswhole or in part, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to unless the provisions of this Section 365.01 are first complied with by such transferor and transferee. A Member who desires to make such a Transfer (or to whom such a Transfer relates) (the “Proposed Seller”) shall provide a written notice (the “Seller’s Notice”) to each Significant Member (with a copy to the Company), containing: (i) the number of Units proposed to be Transferred (the “First Refusal Units”) and the per Unit purchase price such Proposed Seller requests in consideration therefor, which may only be in cash (the “Sale Price”), and (ii) the material terms and conditions of such proposed Transfer, together with a description of the price and other material terms of all bona fide offers from third parties relating to the purchase of such Proposed Seller’s Membership Interests received, if any, during the six months prior to the delivery of the Seller’s Notice. Delivery of the Seller’s Notice to the Significant Members shall constitute an offer (a “First Refusal Offer”) by the Proposed Seller to sell the First Refusal Units at the Sale Price to the Significant Members entitled to receive such notice (the “Non-Transferring Significant Members”), which shall remain outstanding for a period of thirty (30) days after the delivery of the Seller’s Notice as provided above in this paragraph (subject to extension as provided below, the “Refusal Period”). (b) Each Non-Transferring Significant Member shall have the right to accept the First Refusal Offer in the proportions upon which it may agree with the other participating Non-Transferring Significant Members or, if they are unable to so agree, on a pro rata basis in accordance with the number of Units owned by each such participating Non-Transferring Significant Member in relation to the total number of Units owned by all such participating Non-Transferring Significant Members, by giving written notice to the Proposed Seller (an “Acceptance Notice”), with a copy to each other Non-Transferring Significant Member and the Company of its acceptance of the First Refusal Offer with respect to such proportion of the First Refusal Units at the Sale Price and on the same terms specified in the Seller’s Notice. If the participating Non-Transferring Significant Members do not elect to purchase, in the aggregate, all of the First Refusal Units, then the Proposed Seller shall, within five (5) days after the expiration of the Refusal Period, provide written notice to all of the participating Non-Transferring Significant Members informing them of the number of First Refusal Units that were not subscribed for, and the Refusal Period shall be automatically extended by five (5) days from the delivery of such notice by the Proposed Seller, during which such Non-Transferring Significant Members may increase the number of First Refusal Units they previously elected to purchase by providing amended Acceptance Notices to the Proposed Seller, with a copy to each other Non-Transferring Significant Member and the Company, to purchase up to all of the remaining First Refusal Units. If the aggregate number of Units included in the Acceptance Notices, as amended, exceeds the number of First Refusal Units, the Non-Transferring Significant Members that submitted amended Acceptance Notices shall revise their amended Acceptance Notices to eliminate such excess as agreed to by such Non-Transferring Significant Members or, if they are unable to so agree, such that the previously unsubscribed amount is allocated among such Non-Transferring Members on a pro rata basis in accordance with the number of Units owned by each such Non-Transferring Significant Member in relation to the total number of Units owned by all such Non-Transferring Significant Members. A failure by any Non-Transferring Significant Member to validly deliver an Acceptance Notice during the Refusal Period shall be deemed a rejection of the First Refusal Offer and a waiver of such Non-Transferring Significant Member’s right to purchase any portion of the First Refusal Units. (c) The rights of the Non-Transferring Significant Members to purchase First Refusal Units pursuant to this Section 5.01 are conditioned upon all of the First Refusal Units being purchased by Non-Transferring Significant Members. If the Non-Transferring Significant Members do not elect to purchase, in the aggregate, all of the First Refusal Units pursuant to this Section 5.01, then the Proposed Seller shall be free, for a period of sixty (60) days from the date of the expiration of the Refusal Period, to sell such First Refusal Units to a third party (the “Proposed Transferee”) (x) at a price per Unit equal to or greater than the Sale Price and upon terms no more favorable to the Proposed Transferee than those specified in the Seller’s Notice and (y) subject to the applicable terms and restrictions of this Agreement, including Article IV and Section 5.03.

Right to Purchase. If Lotte hereby grants to Axiall the irrevocable right, but not the obligation, (“Call Right”) to purchase from Lotte (or its affiliates) from time to time (but no more than once per calendar year) at the Call Purchase Price (as defined in Section 2 of this Agreement) additional Interests in whole or in part that, when taken together with Interests owned by Axiall prior to the exercise of a Call Right, result in Axiall holding Interests having up to a fifty percent (50%) Percentage Interest in the Company as of such time (“Incremental Interests”). This Agreement terminates on the three (3) year anniversary of Substantial Completion (the “Call Termination Date”); provided, however, that this Call Right shall survive through the Call Termination Date to the Closing Date as long as a properly delivered Call Exercise Notice has been delivered prior to the Call Termination Date. Lotte will at all times during the term of this Agreement will not have been earlier terminated, or an event own Interests sufficient to satisfy the obligations under this Agreement. The foregoing reference to “Interests owned by Axiall” shall be deemed to also include any Percentage Interest previously transferred as of such time to Axiall’s Permitted Transferees and together with any incremental Percentage Interest of Lotte previously acquired from Axiall due to the exercise by Lotte of rights under the LLC Agreement with respect to a default by Lessee will Axiall (other than Dilutive Contributions for any Shortfall Amount, which are not have occurred and be continuing at a default by Axiall). (i) Notwithstanding the foregoing, Axiall may not exercise the Call Right unless it has satisfied all of its funding obligations then due under the Axiall Contribution Agreement prior to the date of option exercise or of the date fixed for purchase (as such date is specified below), Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect Call Right to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36Incremental Interests.

Right to Purchase. If Upon expiration or termination of this Agreement will not for any reason, Eutectix shall have been earlier terminatedthe option to purchase some or all of the Licensed Equipment at fair market value, or an event less any amounts owed to Eutectix by Liquidmetal, except the equipment listed under Section 2.1(b) above. The following additional terms shall apply to Eutectix’s exercise of default this option: (a) Eutectix’s option hereunder shall be exercisable by Lessee will not have occurred and be continuing at the date providing Liquidmetal with written notice of its intention to exercise its chosen option exercise or the date fixed for purchase (as such date is specified below), Lessee will have an option, exercisable no earlier than one (1) year and no later than the effective date of termination. Such notice shall include a description of the assets Eutectix will purchase (the “Optioned Assets”). (b) In the event that Eutectix and Liquidmetal cannot agree to a fair market value for the Optioned Assets, then the fair market value shall be determined by an independent third-party appraisal. Eutectix and Liquidmetal shall each select one hundred twenty independent, qualified appraiser, and the two so selected shall select a third appraiser, all three to independently from one another determine the fair market value of the Optioned Assets. The purchase price shall be the mean of the fair market values as determined by the three appraisers. (120c) The closing for the purchase of the Optioned Assets will take place no later than sixty (60) days prior to after the Purchase Option Closing Date termination, unless the Parties cannot agree on the price, in which case, closing will take place no later than sixty (60) days after the "OPTION TRIGGER WINDOW"three independent appraisals have been received. Eutectix will pay the purchase price in full at the closing. Liquidmetal must sign all documents of assignment and transfer as are reasonably necessary for purchase of the Optioned Assets by Liquidmetal. (d) to elect In the event that Eutectix does not exercise its right to purchase the rightOptioned Assets as set forth above, title and interest of Lessor and Liquidmetal will be free to keep or to sell, after such termination to any applicable Party comprising Sprint or any other Person holding an interest therein bythird party, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within Optioned Assets and shall be responsible for timely removing equipment not purchased by Eutectix at Liquidmetal’s own expense. In the Option Trigger Window event Liquidmetal fails to timely remove such Optioned Assets, in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as light of the Purchase Option Closing Date. Except as provided periods for continued operation in this Section 365.4(b)(ii) and closing in Section 5.5(c), Lessee will have Eutectix may dispose of them, at Liquidmetal’s cost, with no right or option liability to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36Eutectix.

Right to Purchase. If this Agreement will not have been earlier terminated(a) Following the Restricted Period, or an event of default by Lessee will not have occurred and be continuing at the date of option exercise or the date fixed for purchase (as such date is specified below), Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights Permitted Transfer or any proposed Transfer governed by Section 5.02 or Section 5.04, no Membership Interest shall be Transferred, in and to the Sites are subject to whole or in part, unless the provisions of this Section 365.01 are first complied with. A Member who desires to make such a Transfer (or to whom such a Transfer relates) (the “Proposed Seller”) shall provide a written notice (the “Seller’s Notice”) to each Significant Member (with a copy to the Company), containing: (i) the number of Units proposed to be Transferred (the “First Refusal Units”) and the per Unit purchase price such Proposed Seller requests in consideration therefor, which may only be in cash (the “Sale Price”), and (ii) the material terms and conditions of such proposed Transfer, together with a description of the price and other material terms of all bona fide offers from third parties relating to the purchase of such Proposed Seller’s Membership Interests received, if any, during the six months prior to the delivery of the Seller’s Notice. Delivery of the Seller’s Notice to the Significant Members shall constitute an offer (a “First Refusal Offer”) by the Proposed Seller to sell the First Refusal Units at the Sale Price to the Significant Members entitled to receive such notice (the “Non-Transferring Significant Members”), which shall remain outstanding for a period of thirty (30) days after the delivery of the Seller’s Notice as provided above in this paragraph (subject to extension as provided below, the “Refusal Period”). (b) During the Refusal Period, each Non-Transferring Significant Member shall have the right to accept the First Refusal Offer in the proportions upon which it may agree with the other participating Non-Transferring Significant Members or, if they are unable to so agree, on a pro rata basis in accordance with the number of Units owned by each such participating Non-Transferring Significant Member in relation to the total number of Units owned by all such participating Non-Transferring Significant Members, by giving written notice to the Proposed Seller (an “Acceptance Notice”), with a copy to each other Non-Transferring Significant Member and the Company of its acceptance of the First Refusal Offer with respect to such proportion of the First Refusal Units at the Sale Price and on the same terms specified in the Seller’s Notice. If the participating Non-Transferring Significant Members do not elect to purchase, in the aggregate, all of the First Refusal Units, then the Proposed Seller shall, within five (5) days after the expiration of the Refusal Period, provide written notice to all of the participating Non-Transferring Significant Members informing them of the number of First Refusal Units that were not subscribed for, and the Refusal Period shall be automatically extended by five (5) days from the delivery of such notice by the Proposed Seller, during which such Non-Transferring Significant Members may increase the number of First Refusal Units they previously elected to purchase by providing amended Acceptance Notices to the Proposed Seller, with a copy to each other Non-Transferring Significant Member and the Company, to purchase up to all of the remaining First Refusal Units. If the aggregate number of Units included in the Acceptance Notices, as amended, exceeds the number of First Refusal Units, the Non-Transferring Significant Members that submitted amended Acceptance Notices shall revise their amended Acceptance Notices to eliminate such excess as agreed to by such Non-Transferring Significant Members or, if they are unable to so agree, such that the previously unsubscribed amount is allocated among such Non-Transferring Members on a pro rata basis in accordance with the number of Units owned by each such Non-Transferring Significant Member in relation to the total number of Units owned by all such Non-Transferring Significant Members. A failure by any Non-Transferring Significant Member to validly deliver an Acceptance Notice during the Refusal Period shall be deemed a rejection of the First Refusal Offer and a waiver of such Non-Transferring Significant Member’s right to purchase any portion of the First Refusal Units. (c) The rights of the Non-Transferring Significant Members to purchase First Refusal Units pursuant to this Section 5.01 are conditioned upon all of the First Refusal Units being purchased by Non-Transferring Significant Members. If the Non-Transferring Significant Members do not elect to purchase, in the aggregate, all of the First Refusal Units pursuant to this Section 5.01 then the Proposed Seller shall be free, for a period of sixty (60) days from the date of the expiration of the Refusal Period, to sell such First Refusal Units to a third party (the “Proposed Transferee”) (x) at a price per Unit equal to or greater than the Sale Price and upon terms no more favorable to the Proposed Transferee than those specified in the Seller’s Notice and (y) subject to the applicable terms and restrictions of this Agreement, including Article IV and Section 5.03.

Right to Purchase. If this Agreement will BIG further agrees that during the Leak-out Period and any Extended Term (together, the "Extended Period"), it shall not have been earlier terminatedsell, pledge, assign, or an event otherwise transfer all or any part of default by Lessee will not have occurred the MACC Shares without first offering to Atlas or its designees and Madsen the right and optixx xx purchase said Shares as provided in this section (the "Right of First Purchase"). 4.1 If BIG desires to sell, pledge, assign or otherwise transfer any or all of its MACC Shares at any time during the Extended Period, it shall first give written notice (the "Alert Notice") to Atlas and Madsen of its intention tx xxxx, pledge, assign or otherwise transfer the MACC Shares. The Alert Notice shall indicate the number of MACC Shares proposed to be continuing sold (hereinafter the "Offered Shares"). The Alert Notice must be given to Atlas and Madsen at the date of option exercise or the date fixed for purchase least thirty (as such date is specified below), Lessee will have an option, exercisable no earlier than one (100) year and no later than one hundred twenty (120) days xays prior to the Purchase Option Closing Date Sale Notice described below. 4.2 Prior to the actual sale of the Offered Shares, BIG shall give a second written notice to Atlas and Madsen of its immediate intention to sell the Offered Shares described in the Alert Notice. The Sale Notice constitutes an irrevocable offer by BIG to sell any or all of the Offered Shares to (the "OPTION TRIGGER WINDOW"i) Atlas or its designees, or (ii) to elect the extent not exercised by Atlas, to Madsen, at the price equxx xx the Market Value. Atlas and Madsen shall have 24 hoxxx (which must include at least 8 hours of a business day) from Atlas's receipt of such Sale Notice in which to notify BIG of how many of the Offered Shares they desire to purchase. If Atlas (or its designee) and Madsen both notify BIG txxx xxey desire to purchase the rightOffered Shares, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, SprintMadsen's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable purchase will be xxxxxxxed only to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to extent that Atlas did not purchase all of the Purchase Sites within Offered Shares. The person(s) exercising the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time to purchase Offered Shares is referred to as the exercise by Lessee of its "Buyer". 4.3 Buyer shall purchase option hereunder, each Additional Master Lease Lessee the Offered Shares as to which it exercises its respective Right of First Purchase by delivering payment in full for the purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as price against delivery of the Purchase Option Closing Date. Except Offered Shares being purchased within fifteen (15) days after the date of the Sale Notice. 4.4 Any Offered Shares described in a Sales Notice for which both of Madsen and Atlas and its xxxxxxees fail to exercise their option as provided in this Section 36section, Lessee will have may be sold by BIG within a period of thirty (30) business days commencing one business day after the date of the Sale Notice; provided that either (a) such sale occurs on the principal public trading market for MACC equity securities, or (b) such sale is for no right or option to purchase any Sites less than the Market Value. Any Offered Shares not sold within such thirty (30) business day period shall remain subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions . 4.5 For purposes of this Section 36Agreement, "Market Value" shall mean the market price of the MACC Shares as determined by the average closing price of the shares sold or traded over the immediately preceding five (5) trading days, excluding all transactions on any days in which Madsen, BIG, Atlas or axx affiliates of such persons, buys or sells shares on the market (as reported in Forms 144, 4, Schedule 13D or other publicly available information). Market Value shall be determined as of the date of the Sales Notice.

Right to Purchase. If this Agreement will not have been earlier terminated, or an event Provided no Event of default by Lessee will not have Default has occurred and be continuing is continuing, Tenant shall have the option to purchase the Project during the first three months of the Term for a purchase price of Twenty Two Million Dollars ($22,000,000) by providing at the date of option exercise or the date fixed for purchase (as such date is specified below), Lessee will have an option, exercisable no earlier than one (1) year and no later than least one hundred twenty eighty (120180) days prior written notice to Landlord ("Option Notice"). Closing may occur at any time prior to the end of the third month of the Term and the Option Notice must be received at least 180 days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided In order for the Option Notice to be effective, Tenant must within five (5) days of sending the Option Notice, post with Fidelity National Title Insurance Company, M. Xxxxxx Xxxxxxx, Esquire ("Escrow Agent") a deposit in this Section 36the amount of One Million Dollars ($1,000,000) by good check ("Deposit"). The Deposit shall be held by Escrow Agent in a federally-insured, Lessee will have no right segregated money market account at an institution to be designated by Tenant until the Closing Date. Interest on the Deposit shall be credited to Tenant at settlement, or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and paid to the Sites are subject party otherwise entitled to the Deposit. The Deposit is non-refundable unless the settlement fails to occur by reason of Landlord's failure to deliver title as required hereunder or Landlord's failure to comply with the provisions of this Section 36Article 41. At settlement, the Deposit shall be credited toward the purchase price. Failure to post the Deposit as set forth herein shall constitute a default under this Article 41 and this Lease. A. Upon the exercise by Tenant of this option, the provisions of this Article 41 shall be construed as if it constituted an agreement of sale between the parties whereby Landlord shall agree to sell and Tenant shall agree to purchase the Project upon the following terms and conditions: i. Settlement for the purchase of the Project shall be held at Brandywine Realty Trust, 00 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx Xxxxxx, XX 00000 at 10:00 a.m. on the one hundred and eightieth day following the giving of the Option Notice but in no event after the last day of the third month of the Term ("Closing Date"). ii. On the Closing Date, the Project shall be sold to Tenant or its affiliate "AS IS","WHERE IS". iii. On the Closing Date, Landlord will convey to Tenant, or its affiliate, an assignment of all fixtures, machinery and personalty of every description attached to or specifically used in connection with the Project, including without limitation, all contract rights, guaranties and warranties of any nature, all architects', engineers', surveyors' and other real estate professionals' plans, specifications, certifications, contracts, reports, data or other technical descriptions, reports or audits all without warranty as to completeness or accuracy, all governmental permits, licenses, certificates, and approvals in connection with the ownership of the Project, all instruments, documents of title, general intangibles, and business records pertaining to the Project, and all of Landlord's rights, claims, and causes of action if any, to the extent they are assignable, under any warranties and/or guarantees of manufacturers, contractors or installers, all rights against third parties relating to the Project or the operation or maintenance thereof, iv. Landlord shall execute an agreement on the Closing Date to complete any remaining punchlist items within a reasonable time following the Closing Date. v. On the Closing Date, this Lease shall terminate and the obligations of the parties hereunder shall cease. Tenant shall pay all documentary stamp taxes, all title insurance premiums and other costs and expenses payable in connection with the conveyance of the Project. Landlord and Tenant shall split equally any realty transfer tax and recording fees for the deed. All real estate and school taxes shall be apportioned to the Closing Date. Rent shall be apportioned to the Closing Date, Landlord shall refund to Tenant any prepaid rent and return the Security Deposit, and Tenant shall pay to Landlord any sum owing to Landlord, whether owned pursuant to the terms hereof or otherwise. vi. On the Closing Date, Landlord shall convey the Project to Tenant, or its affiliate (including any officer or director of Tenant), by special warranty deed, free and clear of all liens and encumbrances excepting however, (a) restrictions, conditions, easements, rights and agreements which are of record or physically noticeable on the date Tenant exercises the Option or which a survey would disclose on the date Tenant exercises the Option, (b) liens for unpaid Taxes which Tenant is required to pay under this Lease; (c) rights of governmental authorities and others arising in connection with condemnation proceedings instituted after the date of Tenant's exercise of the Option of which Tenant shall have been provided notice (d) any liens or encumbrances created or approved by Tenant on or after the date of this Lease (e) discrepancies or conflicts in boundary lines, easements, encroachments on area content which a satisfactory survey would disclose and those created or consented to by Tenant hereunder and (f) the easements and declaration referenced in subsection (vi) below. Except as otherwise set forth above, the title to the Project shall be good and marketable and such as will be insured free and clear as aforesaid by any reputable title insurance company doing business in the Philadelphia area. vii. Landlord and Tenant shall execute (a) any and all easement agreements reasonably required by Landlord in connection with its development of its adjacent property (b) a declaration of covenants and restrictions with such terms as Landlord shall deem reasonably necessary which shall include, but are not limited to, signage rights, access and parking rights and any other rights reasonably required for the use and enjoyment of Landlord's adjacent property; provided that nothing therein shall interfere with Tenant's Permitted Uses nor materially detract from the value of the Project and (c) any other commercially reasonable document necessary to consummate the purchase as set forth in this Article 41. viii. Landlord and Tenant shall execute a commercially reasonable agreement whereby Landlord shall be granted the exclusive rights to market the Project for five years from the Closing Date in the event Tenant determines to lease more than 10,000 square feet of space at the Project to third parties. B. For a period of five years following the Closing Date, if Tenant shall desire to sell the Project or shall receive a bona fide offer to purchase the Project, which offer it proposes to accept, Tenant shall deliver or mail to Landlord written notice of the same containing a legible photocopy or other exact copy of such offer or the terms of such sale. Landlord shall have the right and option to purchase the Project for the price and on the terms and conditions no less favorable to Tenant than those set forth in the offer it has received from Tenant or the terms upon which Tenant proposes to sell the Project. Landlord shall notify Tenant of its election to purchase the Project in writing within forty-five (45) days from and after the date Landlord received written notice of the proposed sale from Tenant. In the event Landlord elects to purchase the Project, section (A) of this Article 41 shall apply (except to the extent the same is inconsistent with the terms of the offer accepted by Landlord) and Tenant shall convey the Project to Landlord. In the event Landlord elects not to purchase the Project but the sale to the third party is not consummated for any reason whatsoever, the terms of this subsection (C) shall apply to any subsequent offer received by Tenant for a period of five years from the Closing Date. C. Tenant recognizes that the Project will be removed by Landlord from the market after Tenant sends its Option Notice and that if this purchase and sale is not consummated because of Tenant's default Landlord shall be entitled to compensation for such detriment. Landlord and Tenant acknowledge that it is extremely difficult and impracticable ascertain the extent of the detriment, and to avoid this problem, Landlord and Tenant agree that if the purchase and sale contemplated in this Article 41 is not consummated because of Tenant's default under this Article 41, Landlord shall be entitled to retain the Deposit as liquidated damages. The parties agree that the sum stated above as liquidated damages shall be in lieu of all other relief to which Landlord might otherwise be entitled, Landlord hereby specifically waiving any and all rights which it may have to damages or specific performance as a result of Tenant's default under this Article 41. The parties further acknowledge that the Lease will remain in full force and effect if the purchase and sale is not consummated for any reason. D. If Tenant fails to exercise this option within one hundred and eighty days prior to the last day of the third month of the Term, such option shall terminate and be of no further force or effect.

Right to Purchase. If this Agreement will not have been earlier terminatedAfter a Project Failure, or an event of default by Lessee will not have occurred and be continuing at if Xxxxxxxx has acquired the date of option exercise or Hambling Parcels, the date fixed for purchase (as such date is specified below), Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to City may elect to purchase (“Purchase Option”) the rightHambling Parcels, title and interest increased in size by their respective share of Lessor and any applicable Party comprising Sprint the vacated street rights-of-way, if applicable, for a purchase price equal to the greater of (i) the then fair market value of the Hambling Parcels (“FMV”) or any other Person holding an interest therein by(ii) the amount Hambling paid for the acquisition of the Hambling Parcels from Seventy-Nine Forty, through or under Sprint or by acquisition thereof from Sprint from, on and after LLC (such amount in (ii) referred to as the Effective Date (collectively“Purchase Price Floor”). In order to exercise its Purchase Right, the "OPTION SELLERS"City must provide written notice (“Purchase Notice”) in all to PWRF of such election within thirty (but not less than all30) days of the occurrence of the Project Failure. Within [ ] days of receipt of the Purchase Sites Notice, PWRF shall inform the City of its reasonable determination of the FMV and the purchase price. If the City objects to PWRF’s determination, then the Parties shall meet and confer for up to thirty (excluding30) days (“Negotiation unable to agree within the Negotiation Period, then the purchase price shall be determined as follows (but in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for no event shall be less than the net aggregate Option Purchase Price attributable Floor): (i) Within ten (10) business days of the end of the Negotiation Period, each of the Parties shall select one MAI real estate appraiser with at least ten (10) years’ full-time commercial appraisal experience in the greater Snoqualmie, WA area for comparable projects and who is neutral and has not rendered services to either PWRF or City or their respective affiliates within the preceding ten (10) year period (each, an “Appraiser”). (ii) Within ten (10) days after each of the Appraisers have been selected, each Appraiser shall make its respective determination of the FMV, provided, however, that if either Appraiser requests additional information or documentation needed to make its determination of the FMV, such ten (10) day period shall be extended by up to an additional twenty (20) days, and each Party shall cooperate to provide any such requested information and documentation to the Purchase Sites (and on the other terms and subject applicable Appraiser. The determination of each Appraiser shall be limited solely to the conditions specified in this Agreement)FMV. Lessee may exercise such purchase option by submitting Neither Appraiser shall have the power to the Option Sellers in writing an offer to purchase all add to, modify, or change any of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36Agreement. (iii) Upon a Party’s selected Appraiser’s determination of the purchase price, such Party shall cause its selected Appraiser to notify the Parties thereof. Upon each Appraiser having made its determination of FMV, the purchase price shall be equal the greater of (A) the mean of the two Appraisers’ respective determinations of the FMV (i.e., the average of the two Appraisers’ respective determinations of the FMV) or (B) the Purchase Price Floor. Such determination of the purchase price shall be final. The cost of each Appraiser shall be paid by the Party that selected such Appraiser. Upon determination of the purchase price, the Parties agree to execute and deliver such reasonable documentation necessary to effectuate such transfer. City: CITY OF SNOQUALMIE, a Washington municipal corporation By: Name: Xxxxxxxxx Xxxx Title: Mayor PWRF: PACIFIC WEST RAIL FOUNDATION, a Washington nonprofit corporation By: Name: Xxxxx Xxxxxxxx Title: Exhibit E Public Use Covenant

Right to Purchase. If this Agreement will not have been earlier terminatedAfter a Project Failure, or an event of default by Lessee will not have occurred and be continuing at if Xxxxxxxx has acquired the date of option exercise or Hambling Parcels, the date fixed for purchase (as such date is specified below), Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to City may elect to purchase (“Purchase Option”) the Hambling Parcels, increased in size by their respective share of the vacated street right-of-way, title and interest if applicable, for a purchase price equal to the greater of Lessor and any applicable Party comprising Sprint (i) the then fair market value of the Hambling Parcels (“FMV”) or any other Person holding an interest therein by(ii) the amount Hambling paid for the acquisition of the Hambling Parcels from Seventy-Nine Forty, through or under Sprint or by acquisition thereof from Sprint from, on and after LLC (such amount in (ii) referred to as the Effective Date (collectively“Purchase Price Floor”). In order to exercise its Purchase Right, the "OPTION SELLERS"City must provide written notice (“Purchase Notice”) in all to PWRF of such election within thirty (but not less than all30) days of the occurrence of the Project Failure. Within [ ] days of receipt of the Purchase Sites Notice, PWRF shall inform the City of its reasonable determination of the FMV and the purchase price. If the City objects to PWRF’s determination, then the Parties shall meet and confer for up to ninety (excluding90) days (“Negotiation unable to agree within the Negotiation Period, then the purchase price shall be determined as follows (but in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for no event shall be less than the net aggregate Option Purchase Price attributable Floor): (i) Within ten (10) business days of the end of the Negotiation Period, each of the Parties shall select one MAI real estate appraiser with at least ten (10) years’ full-time commercial appraisal experience in the greater Snoqualmie, WA area for comparable projects and who is neutral and has not rendered services to either PWRF or City or their respective affiliates within the preceding ten (10) year period (each, an “Appraiser”). (ii) Within ten (10) days after each of the Appraisers have been selected, each Appraiser shall make its respective determination of the FMV, provided, however, that if either Appraiser requests additional information or documentation needed to make its determination of the FMV, such ten (10) day period shall be extended by up to an additional twenty (20) days, and each Party shall cooperate to provide any such requested information and documentation to the Purchase Sites (and on the other terms and subject applicable Appraiser. The determination of each Appraiser shall be limited solely to the conditions specified in this Agreement)FMV. Lessee may exercise such purchase option by submitting Neither Appraiser shall have the power to the Option Sellers in writing an offer to purchase all add to, modify, or change any of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions of this Section 36Agreement. (iii) Upon a Party’s selected Appraiser’s determination of the purchase price, such Party shall cause its selected Appraiser to notify the Parties thereof. Upon each Appraiser having made its determination of FMV, the purchase price shall be equal the greater of (A) the mean of the two Appraisers’ respective determinations of the FMV (i.e., the average of the two Appraisers’ respective determinations of the FMV) or (B) the Purchase Price Floor. Such determination of the purchase price shall be final. The cost of each Appraiser shall be paid by the Party that selected such Appraiser. Upon determination of the purchase price, the Parties agree to execute and deliver such reasonable documentation necessary to effectuate such transfer. City: CITY OF SNOQUALMIE, a Washington municipal corporation By: Name: Xxxxxxxxx Xxxx Title: Mayor PWRF: PACIFIC WEST RAIL FOUNDATION, a Washington nonprofit corporation By: Name: Xxxxx Xxxxxxxx Title: Exhibit D Public Use Covenant

Right to Purchase. (a) Commencing on the three (3) year anniversary of the Commencement Date and continuing throughout the Term thereafter, Tenant shall have a continuing right to purchase the Hospital Personal Property and any other tangible or intangible assets of the Hospital or the Affiliated Operations not previously conveyed pursuant to Section 4(a) of the Assignment Agreement (the “Additional Assets”) for an amount equal to One Million Two Hundred Thousand Dollars ($1,200,000). If Tenant elects to purchase the Hospital Personal Property and the Additional Assets, Tenant shall give Landlord written notice of its election from and after the thirty (30) month anniversary of the Commencement Date. Upon such notice, (i) Landlord shall either provide Notice of Termination of this Agreement will Lease within thirty (30) days pursuant to Paragraph 4(d) with a termination date of one hundred eighty (180) days from Tenant’s notice of intent to exercise its purchase option or (ii) the parties shall negotiate a contract for the purchase of the Hospital Personal Property and the Additional Assets within thirty (30) days of such notice, with a closing date within one hundred eighty (180) days from Tenant’s notice of intent to exercise its purchase option, in form and substance reasonably acceptable to Landlord and Tenant except that the parties agree that purchase price for the Hospital Personal Property and the Additional Assets shall be One Million Two Hundred Thousand Dollars ($1,200,000). In the event that Tenant exercises its purchase option under this Paragraph 30(a) as to the Hospital Personal Property and the Additional Assets, but does not have been earlier terminatedexercise its purchase option under Paragraph 30(b) as to the Hospital Real Property, or an event upon the closing of default by Lessee will not have occurred such sale, Tenant shall continue to pay the rent due and be continuing at owing under Paragraph 5(a), but all Capital Expenditure Commitments under Paragraph 5(b) shall immediately cease as of the date of option exercise or the date fixed for purchase closing of such sale. (as such date is specified below), Lessee will have an option, exercisable no earlier than one b) Commencing on the three (13) year anniversary of the Commencement Date and no later than one hundred twenty (120) days prior to continuing throughout the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect Term thereafter, Tenant shall have a continuing right to purchase the rightHospital Real Property for an amount equal to the fair market value of said Hospital Real Property at the time Tenant exercises its right to purchase same. If Tenant elects to purchase the Hospital Real Property, title and interest Tenant shall give Landlord written notice of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof its election from Sprint from, on and after the Effective Date thirty (collectively30) month anniversary of the Commencement Date. Upon such notice, the "OPTION SELLERS") in all (but not less than all) parties shall negotiate a contract for the purchase of the Purchase Sites Hospital Real Property within thirty (excluding30) days of such notice, with a closing date within one hundred eighty (180) days from Tenant’s notice of intent to exercise its purchase option, in all cases, Excluded Purchase Sites, Sprint's Improvements form and any Tower Subtenant's Improvements on such Site(s)) then subject substance reasonably acceptable to this Agreement Landlord and Tenant except that the parties agree that purchase price for the net aggregate Option Purchase Price attributable Hospital Real Property shall be determined as set forth herein. If Tenant elects to purchase the Hospital Real Property and the parties are unable to agree upon the fair market value of the Hospital Real Property, each party shall appoint a person who is an appraiser and a member of the American Institute of Real Estate Appraisers (each being an "Appraiser"). The two (2) Appraisers so appointed shall appoint an impartial third appraiser, similarly qualified, who has no business relationship with either Landlord or Tenant, within ten (10) days after the appointment of the last appointed Appraiser, and shall notify the parties of the identity of such third Appraiser. The decision of the fair market value of the Hospital Real Property by a majority of the three (3) Appraisers shall be binding upon Landlord and Tenant. Each party shall pay any cost of the Appraiser selected by such party and one half of the cost of the third Appraiser so selected plus one half of any other costs incurred in resolving the disagreement regarding the fair market value. (c) Notwithstanding any other provision of this Lease, upon written request by Xxxxxx, at any time during the initial three (3) years of the Term, Landlord in its discretion may elect to sell the Hospital Real Property and/or the Hospital Personal Property and the Additional Assets pursuant to the Purchase Sites terms of this Paragraph 30. (and on the other terms and d) Any exercise of Tenant’s option to purchase under this Paragraph 30 will be made subject to the conditions specified County’s reversionary rights and obligations set forth in this Agreement)North Carolina General Stats. Lessee may exercise such purchase option by submitting § 131E-13(a) to the Option Sellers in writing an offer extent applicable; provided however, the parties acknowledge and agree that any such right of reversion is only related to a purchase all under this Paragraph 30 and shall not effect the rights and obligations of the Purchase Sites within the Option Trigger Window parties set forth in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time Paragraphs 4 and 5 hereof as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant they relate to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions termination of this Section 36Lease.

Right to Purchase. If this Agreement will not have been earlier terminated, or an Provided that no event of default by Lessee will has occurred hereunder and is continuing, and provided that Tenant shall not have occurred and be continuing vacated the Leased Property or subleased the entirety thereof, then at the expiration of the Term of this Lease or any Renewal Term, Tenant shall have the right and option to purchase the Leased Property on and as of the expiration date of the then current term of this Lease (unless Tenant shall have exercised its option exercise or to renew the date fixed term hereof for any then remaining Renewal Term, in which event Tenant shall not have the right to purchase, other than at the end of the next ensuing Renewal Term, and provided that at such time Tenant shall not have exercised an option for any then remaining Renewal Term). In that event if Tenant desires to purchase (as such date is specified below)the Leased Property, Lessee will have an option, exercisable no earlier than one (1) year and no Tenant shall serve notice upon Landlord not later than one hundred twenty eighty (120180) days prior to the Purchase Option Closing Date expiration of the then current Term of this Lease. The purchase price of the Leased Property shall be ninety (90%) percent of the "OPTION TRIGGER WINDOW") appraised fair market value of the Leased Property as a retail bank facility (if and to elect the extent improved as such), or for such other purpose as the Leased Property is then used at the time Tenant notifies Landlord of Tenant’s desire to purchase the rightLeased Property pursuant to this paragraph. Upon Landlord’s receipt of such notice, title the parties shall attempt to agree upon the fair market value of the Property. If the parties shall be unable to agree upon said fair market value, the parties shall employ the appraisal procedure set forth in paragraph 16(a) above, and interest the purchase price shall be set at ninety (90%) percent of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein bythe fair market value, through or under Sprint as so determined by the parties or by acquisition thereof from Sprint fromthe appraisal procedure set forth in paragraph 16(a) above. Once delivered, on and after Tenant’s notice of intent to purchase as aforesaid shall be irrevocable. Closing shall be conducted within thirty (30) days next following the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) determination of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all fair market value of the Purchase Sites within Leased Property but no later than thirty (30) days next following the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in this Section 36, Lessee will have no right or option to purchase any Sites subject to this Agreement. Sprint Collocator acknowledges on its own behalf and on behalf of all Persons acquiring an interest in any Site (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and to the Sites are subject to the provisions expiration date of this Section 36.Lease. PID #_______________

Right to Purchase. If this Agreement will not have been earlier terminated, or an event of default by Lessee will not have occurred and be continuing at the date of option exercise or the date fixed for purchase (as such date is specified below), Lessee will have an option, exercisable no earlier than one (1) year and no later than one hundred twenty (120) days prior to the Purchase Option Closing Date (the "OPTION TRIGGER WINDOW") to elect to purchase the right, title and interest of Lessor and any applicable Party comprising Sprint or any other Person holding an interest therein by, through or under Sprint or by acquisition thereof from Sprint from, on and after the Effective Date (collectively, the "OPTION SELLERS") in all (but not less than all) of the Purchase Sites (excluding, in all cases, Excluded Purchase Sites, Sprint's Improvements and any Tower Subtenant's Improvements on such Site(s)) then subject to this Agreement for the net aggregate Option Purchase Price attributable to the Purchase Sites (and on the other terms and subject to the conditions specified in this Agreement). Lessee may exercise such purchase option by submitting to the Option Sellers in writing an offer to purchase all of the Purchase Sites within the Option Trigger Window in accordance with the terms hereof, provided further, Lessee may only exercise such option if at or about the same time as the exercise by Lessee of its purchase option hereunder, each Additional Master Lease Lessee exercises its respective purchase option pursuant to Section 36 of its respective Additional Master Leases and Sublease. The Option Sellers will be obligated to sell, and Lessee will be obligated to buy, all such Master Lease Sites at a closing to be effective as of the Purchase Option Closing Date. Except as provided in Section 5.7 hereof, ----------------- and except to the extent that the Class A Holders have acquired shares pursuant to the FT/DT Restructuring Agreement which otherwise would have given rise to Equity Purchase Rights hereunder, each Class A Holder shall have the right (an "Equity Purchase Right") to purchase from the Company (on a pro rata basis reflecting the respective ownership of shares of the applicable series or class of Class A Stock corresponding to the underlying series or class of Non-Class A Common Stock being issued, unless in the case of Section 5.1(d) all of the Class A Holders provide the Company prior to such purchase with written instructions to the contrary and such instructions are not inconsistent with Section 7.5 hereof or the Amended and Restated Standstill Agreement): (a) except under the circumstances described in clauses (e) and (f) below, if the Company shall issue (or sell from treasury) shares of Sprint FON Common Stock prior to the Recapitalization (including, without limitation, any shares issued upon (i) the exercise of stock options, warrants or other rights not issued pursuant to the Rights Agreement or in respect of options or other contractually binding rights under employee benefit plans, arrangements or contracts or (ii) the conversion or exchange of any securities) other than upon the conversion or exchange of Class A Common Stock, that number of additional shares of Class A Common Stock sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such shares, such Shares to be purchased at a per share purchase price equal to the Weighted Average Price paid for such shares of Sprint FON Common Stock whose issuance gave rise to such Equity Purchase Right; (b) except under the circumstances described in clauses (e) and (f) below, if after the Recapitalization the Company shall issue (or sell from treasury) shares of Sprint FON Common Stock (including, without limitation, any shares issued upon (i) the exercise of stock options, warrants or other rights not issued pursuant to the Rights Agreement or in respect of options or other contractually binding rights under employee benefit plans, arrangements or contracts or (ii) the conversion or exchange of any securities) other than upon the conversion or exchange of the Series 3 FON Stock or Class A Common Stock, that number of additional shares of Series 3 FON Stock sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such shares, such Shares to be purchased at a per share purchase price equal to the Weighted Average Price paid for such shares of Sprint FON Common Stock whose issuance gave rise to such Equity Purchase Right; (c) except to the extent the Class A Holders exercise their rights provided in clause (d) below and except under the circumstances described in clauses (e) and (f) below, if the Company shall issue (or sell from treasury) shares of Sprint PCS Common Stock (including, without limitation, any CP Conversion Shares or any shares issued upon (i) the exercise of stock options, warrants or - other rights not issued pursuant to the Rights Agreement or in respect of options or other contractually binding rights under employee benefit plans, arrangements or contracts or (ii) the conversion or exchange of any -- securities) other than upon the conversion or exchange of the Series 3 PCS Stock or Class A Common Stock, that number of additional shares of Series 3 PCS Stock sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such shares, such Shares to be purchased at a per share purchase price equal to (x) if the Class A Holders exercise such Equity Purchase Rights during the - 45 day period after the date of issuance (or sale from treasury) of such shares of Sprint PCS Common Stock (the "Initial Decision Period") giving rise to the Equity Purchase Right, the Market Price of a share of Series 1 PCS Stock on the date of such issuance, or (y) if the Class A Holders - exercise such Equity Purchase Right after the Initial Decision Period, the higher of (I) the Market Price of a share of Series 1 PCS Stock on the date - of such issuance giving rise to the Equity Purchase Right, and (II) the -- Market Price of a share of Series 1 PCS Stock on the date of such exercise by FT and DT of the Equity Purchase Right; (d) except to the extent the Class A Holders exercise their rights provided in clause (c) above, if (i) the Company shall issue (or sell from treasury) CP Conversion Shares, (ii) the Series 2 PCS Stock shall convert into Series 1 PCS Stock pursuant to Section 7.5(a) of Article SIXTH of the Articles, (iii) the Voting Power of the PCS Preferred Stock shall increase due to a transfer of the PCS Preferred Stock, or (iv) the CP Warrants shall be exercised in exchange for the issuance of Sprint PCS Stock, that number of additional shares of Series 3 FON Stock sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to such event, such Shares to be purchased at a per share purchase price equal to the Market Price of a share of Series 1 FON Stock on the date of such issuance giving rise to the Equity Purchase Right; provided, that (x) the Equity Purchase Rights under this Section 365.1(d) may not be exercised unless prior to exercising such rights the Class A Holders deliver a written certificate signed by their respective chief financial officers to the effect that such Class A Holders have made a good faith determination that it is not practicable or advisable at such time to acquire shares of Series 1 FON Stock through open market purchases or other purchases from third parties, Lessee will have no right or option to purchase any Sites subject and (y) the maximum aggregate amount of Series 3 FON Stock which may be purchased pursuant to this Agreement. Section 5.1(d) (either in a single purchase or in the aggregate through purchases over time) shall not exceed $300 million; (e) if the Company shall issue (or sell from treasury) Voting Securities other than Sprint Collocator acknowledges on its own behalf and on behalf FON Common Stock or Sprint PCS Common Stock, or issue shares of all Persons acquiring an interest Sprint FON Common Stock or Sprint PCS Common Stock pursuant to employee benefit plans, arrangements or contracts (other than in any Site respect of the exercise of stock options, warrants or other rights (except for a Sprint Market Assignee who signs a separate collocation agreement with Lessee) that their rights in and issued pursuant to the Sites are subject Rights Agreement) in existence at any time on or before April 26, 1996 (including pursuant to employee benefit plans) or upon the conversion of any securities outstanding on or before April 26, 1996) other than upon the conversion or exchange of the Class A Stock or the Series 2 PCS Stock, that number of additional shares of Series 3 FON Stock and/or Series 3 PCS Common Stock, as the case may be, sufficient for the Class A Holders to maintain their aggregate Committed Percentage (and relative proportionate holdings of Series 3 FON Stock and Series 3 PCS Stock) as in effect immediately prior to the provisions issuance of this Section 36such Voting Securities, such Shares to be purchased at a per share purchase price equal to (i) in the case of the Series 3 FON - Stock, the Market Price of a share of Series 1 FON Stock on the date of the issuance which gave rise to such Equity Purchase Right and (ii) in the case -- of the Series 3 PCS Stock, the Market Price of a share of Series 1 PCS Stock on the date of the issuance which gave rise to such Equity Purchase Right; and (f) if the Company shall issue (or sell from treasury) shares of Sprint FON Common Stock or Sprint PCS Common Stock in respect of the exercise of stock options, warrants or other rights (except rights issued pursuant to the Rights Agreement) in existence at any time on or before April 26, 1996 (including pursuant to employee benefit plans) or upon the conversion of any securities outstanding on or before April 26, 1996, other than upon the conversion or exchange of the Class A Stock, that number of additional shares of Series 3 FON Stock or Series 3 PCS Stock, as the case may be, sufficient for the Class A Holders to maintain their aggregate Committed Percentage as in effect immediately prior to the issuance of such Voting Securities, such Shares to be purchased at a per share purchase price equal to the applicable FT/DT Weighted Purchase Price.