Common use of Sale Option Clause in Contracts

Sale Option. (a) The Class B Member shall have the right, but not the obligation (the “Sale Option”), on the tenth anniversary of the Execution Date (the “Sale Option Date”), upon giving the Company and all other Members at least 60 days’ advance written notice, to sell all (and not less than all) of its Class B Membership Interests to the Class A Member by exercise of the Sale Option (the “Sale Notice”). (b) The consideration for the Transfer of the Class B Membership Interests to the Class A Member pursuant to the Sale Option shall be an amount (payable in United States dollars) equal to the Sale Price. (c) If the Sale Option is exercised, the closing of such Transfer shall occur on (i) the tenth anniversary of the Execution Date (or, if not a Business Day, the Business Day immediately preceding the tenth anniversary of the Execution Date) or (ii) such later date as may be required to obtain either a determination of the Sale Price or any applicable consents or approvals or satisfy any reporting or waiting period under any applicable Legal Requirements. (d) If the Sale Option is exercised, at the closing of the Transfer, (1) each Class A Member which has received a Sale Notice shall pay (by wire transfer of immediately available United States dollars to such United States bank accounts as a Class B Member selling its respective Class B Interests may designate in a written notice to the Company and Class A Members no later than five Business Days prior to the closing date for the Transfer pursuant to the Sale Option) an amount equal to the Sale Price (determined in accordance with Section 9.8(b)), and (2) such Class B Member shall take the following actions: (i) such Class B Member shall Transfer to the applicable Class A Member all right, title and interest in and to the Class B Membership Interests, free and clear of all Encumbrances other than Permitted Encumbrances; (ii) such Class B Member shall be required to make the representations on Schedule 9 attached hereto to the applicable Class A Member and the Company; and (iii) such Class B Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class B Membership Interests contemplated by this section. Upon the closing of such Transfer, (A) all of such Class B Member’s obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (B) such Class B Member shall have no further rights as a Member, and (C) all the rights, obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class B Membership Interests.

Sale Option. Tenant hereby grants Landlord the option (the "Sale Option") to sell and convey the Premises to Tenant for a purchase price (the "Purchase Price") of One Million Five Hundred Thousand ($1,500,000) Dollars; provided, however, that the Purchase Price shall be increased in proportion to the increase, if any, by which the Base Rent shall have increased from the Commencement Date to the Closing Date (as hereinafter defined). The Sale Option shall be exercisable only by Landlord's giving Tenant notice thereof from and after January 1, 1998 and on or before July 31, 2006, time being of the essence. The closing of title (the "Closing") shall take place at 000 Xxxxxxx Xxxxxx, Valhalla, New York, at 10:00 a.m. on the date which shall be forty-five (45) days following the date of Landlord's notice or if said date shall not be a business day, the first business day thereafter (the date on which the Closing takes place being called the "Closing Date"), or at such other time and place as shall be agreed to by Landlord and Tenant. Title to the Premises shall be conveyed by Landlord to Tenant by special warranty deed free and clear of all liens and encumbrances other than the Permitted Exceptions. The Purchase Price shall be payable upon the Closing as follows: (a) The Class B Member Three Hundred Fifty Thousand ($350,000) Dollars shall have be payable by unendorsed certified or bank check drawn to the right, but not the obligation (the “Sale Option”order of Landlord or Landlord's designee(s), on the tenth anniversary of the Execution Date (the “Sale Option Date”), upon giving the Company and all other Members at least 60 days’ advance written notice, or by wire transfer to sell all (and not less than allaccount(s) of its Class B Membership Interests to the Class A Member designated by exercise of the Sale Option (the “Sale Notice”).Landlord; (b) The consideration for if on the Transfer of Closing Date, the Class B Membership Interests to the Class A Member pursuant to the Sale Option Premises shall be an amount (payable in United States dollars) equal to the Sale Price. (c) If the Sale Option is exercised, the closing of such Transfer shall occur on (i) the tenth anniversary of the Execution Date (or, if not encumbered by a Business Day, the Business Day immediately preceding the tenth anniversary of the Execution Date) or (ii) such later date as may be required to obtain either a determination of the Sale Price or any applicable consents or approvals or satisfy any reporting or waiting period under any applicable Legal Requirements. (d) If the Sale Option is exercisedFee Mortgage(s), at the closing of the TransferLandlord's election, (1) each Class A Member which has received a Sale Notice shall pay (by wire transfer of immediately available United States dollars to such United States bank accounts as a Class B Member selling its respective Class B Interests may designate in a written notice to the Company and Class A Members no later than five Business Days prior to the closing date for the Transfer pursuant to the Sale Option) an amount equal to the Sale Price outstanding principal balance secured thereby, shall be payable by Tenant's accepting title to the Premises subject thereto and assuming the payment and performance of all obligations to be performed thereunder, and under the promissory note(s) secured thereby (determined in accordance with Section 9.8(b)collectively, the "Assumed Fee Mortgage"), from and after the Closing Date; and (2c) the balance of the Purchase Price shall be payable by Tenant's Promissory Note in such Class B Member amount. Tenant's Promissory Note shall take the following actions: (i) such Class B Member shall Transfer to be for a term of seven (7) years following the applicable Class A Member all right, title and interest in and to the Class B Membership Interests, free and clear of all Encumbrances other than Permitted EncumbrancesClosing Date; (ii) be repayable in eighty-four (84) equal monthly installments in an amount not to exceed the monthly installment of Base Rent in effect on the day preceding the Closing Date, commencing on the first day of the month following the Closing Date and on the first day of each succeeding month, applied first to the payment of interest calculated on the outstanding principal balance thereof at the rate per annum equal to two (2) percentage points above the prime rate in effect as of the Closing Date, as published in the New York Times, and then in reduction of principal. Notwithstanding the foregoing, if such Class B Member payments shall not be sufficient to fully satisfy such Promissory Note, the eighty-fourth (84th) and final installment shall be required to make the representations on Schedule 9 attached hereto in an amount equal to the applicable Class A Member outstanding principal balance of such Promissory Note, together with interest accrued thereon; (iii) be secured by a Mortgage or Deed of Trust covering the Premises, subject only to the Permitted Exceptions and the CompanyAssumed Fee Mortgage, if applicable; (iv) if applicable, Landlord shall have the right to incorporate the outstanding principal balance of Tenant's Promissory Note in the Assumed Fee Mortgage; and (iiiv) such Class B Member shall take all such further actions subject to the foregoing, be in form and execute, acknowledge content reasonably satisfactory to Landlord and deliver all such further documents that are necessary to effectuate the Transfer of the Class B Membership Interests contemplated by this section. Upon the closing of such Transfer, (A) all of such Class B Member’s obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (B) such Class B Member shall have no further rights as a Member, and (C) all the rights, obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class B Membership InterestsTenant.

Sale Option. (a) The Class B Member shall have the right, but not the obligation (the “Sale Option”), on the tenth anniversary of the Execution Original Date (the “Sale Option Date”), upon giving the Company and all other Members at least 60 days’ advance written notice, to sell all (and not less than all) of its Class B Membership Interests to the Class A Member by exercise of the Sale Option (the “Sale Notice”). (b) The consideration for the Transfer of the Class B Membership Interests to the Class A Member pursuant to the Sale Option shall be an amount (payable in United States dollars) equal to the Sale Price. (c) If the Sale Option is exercised, the closing of such Transfer shall occur on (i) the tenth anniversary of the Execution Date (or, if not a Business Day, the Business Day immediately preceding the tenth anniversary of the Execution Date) or (ii) such later date as may be required to obtain either a determination of the Sale Price or any applicable consents or approvals or satisfy any reporting or waiting period under any applicable Legal Requirements. (d) If the Sale Option is exercised, at the closing of the Transfer, (1) each Class A Member which has received a Sale Notice shall pay (by wire transfer of immediately available United States dollars to such United States bank accounts as a Class B Member selling its respective Class B Interests may designate in a written notice to the Company and Class A Members no later than five Business Days prior to the closing date for the Transfer pursuant to the Sale Option) an amount equal to the Sale Price (determined in accordance with Section 9.8(b)), and (2) such Class B Member shall take the following actions: (i) such Class B Member shall Transfer to the applicable Class A Member all right, title and interest in and to the Class B Membership Interests, free and clear of all Encumbrances other than Permitted Encumbrances; (ii) such Class B Member shall be required to make the representations on Schedule 9 attached hereto to the applicable Class A Member and the Company; and (iii) such Class B Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class B Membership Interests contemplated by this section. Upon the closing of such Transfer, (A) all of such Class B DM_US 159585344-17.085887.0029 Member’s obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (B) such Class B Member shall have no further rights as a Member, and (C) all the rights, obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class B Membership Interests.

Sale Option. (a) The Class B Member shall have Subject to the right, but not the obligation terms and conditions hereof (the “Sale Option”including Section 2(d)), and in reliance upon the representations and warranties of the Parties contained herein, LenFive hereby grants the Company the option to require LenFive to purchase Class A Common Shares at the times, for the price and on the tenth anniversary of the Execution Date (the “Sale Option Date”), upon giving the Company and all other Members at least 60 days’ advance written notice, to sell all (and not less than all) of its Class B Membership Interests to the Class A Member by exercise of the Sale Option (the “Sale Notice”)terms described below. (b) The consideration for the Transfer temis of the Sale Option are as follows: If the closing of the IPO does not occur on or before May 31, 2017. the Company shall have the option (A) to require LenFive to purchase Class A Common Shares with all or a portion of the cash distributions on the El Toro Legacy Interests or the Five Point LP Class B Membership Interests (each, a “Legacy Distribution”) that the Lennar Entities receive on or prior to May 31, 2017 (the “Initial Sale Option”), and (B) each time after May 31, 2017, when a Lennar Entity receives a Legacy Distribution, to require LenFive to purchase Class A Common Shares with all or a portion of the Legacy Distribution (each a “Subsequent Sale Option” and, together with the Initial Sale Option, the “Sale Options”), in each case at the Per Share Purchase Price (as defined below). (ii) The Company may exercise a Sale Option by delivering a written notice (an “Option Exercise Notice”) to the Lennar Entities no later than the applicable Expiration Time (as defined below) stating that the Company elects to exercise such Sale Option and specifying (i) the aggregate purchase price for such Class A Member pursuant Common Shares (for each Option Exercise Notice, the “Aggregate Purchase Price”), which shall not exceed the Lennar Entities’ portion of the applicable Legacy Distribution or Legacy Distributions, (ii) the Per Share Purchase Price (as defined below), (iii) account and all other information necessary for a wire transfer of the Aggregate Purchase Price to the Company, and (iv) the closing date for such purchase and sale of Class A Common Shares, which shall not be less than ten (10) business days nor more than thirty (30) calendar days after the date on which the Company delivers such Option Exercise Notice, and shall in no event be earlier than January 15, 2018. The “Expiration Time” with regard to the Initial Sale Option shall be 5:00 p.m. Los Angeles time on May 31, 2017, and with regard to any Subsequent Sale Option shall be 5:00 p.m. Los Angeles time on the date that is ninety (90) days after the date of the Legacy Distribution related to such Subsequent Sale Option. If the Company does not deliver an amount Option Exercise Notice by the Expiration Time applicable to a Sale Option, that Sale Option shall terminate and Lennar shall have no further obligation to purchase any of the Class A Common Shares to which such terminated Sale Option relates. The failure to exercise a Sale Option before the applicable Expiration Time shall not impact the Company’s ability to exercise any other existing or future Sale Option. (payable iii) Notwithstanding the foregoing, if the Company exercises a Sale Option, LenFive may elect to apply all or any portion of the Aggregate Purchase Price to purchase OP Units in United States dollarslieu of Class A Common Shares; provided, however, that LenFive shall not be permitted to purchase OP Units hereunder if and to the extent that the issuance and sale of such OP Units would cause the aggregate number of OP Units owned by the Company and its wholly owned subsidiaries to be less than 50.1% of the total number of OP Units outstanding after giving effect to such issuance and sale. LenFive may make such election with regard to an exercise of a Sale Option by delivering a written notice to the Company no later than five (5) business days after the date on which the Company has delivered the Option Exercise Notice for such Sale Option. If LenFive elects to purchase OP Units in lieu of Class A Common Shares, then at the applicable Closing (as defined below), in addition to Opco’s issuing and selling such OP Units to LenFive and LenFive’s purchasing such OP Units from Opco, the Company shall issue and sell to LenFive, and LenFive shall purchase from the Company, a number of Class B Common Shares equal to the Sale Pricenumber of OP Units to be issued and sold to LenFive at the Closing, at a purchase price equal to $0.00633 per Class B Common Share (subject to adjustment for any share split or reverse split or share combination that occurs after the date hereof), payable in cash (the “Class B Consideration”). (civ) If the Company exercises a Sale Option, the price LenFive will pay for each Class A Common Share or OP Unit it is purchasing (the “Per Share Purchase Price”) shall be $17.98 per share or unit, subject to adjustment as follows: (1) the Per Share Purchase Price shall be reduced by the aggregate per share amount of any cash dividends paid in respect of the Class A Common Shares after the date hereof, and the per share fair market value (as determined in good faith by the Board of Directors of the Company) of any securities or other assets distributed to the holders of Class A Common Shares after the date hereof; and (2) the Per Share Purchase Price shall be adjusted for any share split or reverse split of Class A Common Shares, or other similar event, after the date hereof that results in an increase or decrease in the number of outstanding Class A Common Shares; and (3) in the case of OP Units, the Per Share Purchase Price shall be multiplied by the Adjustment Factor in effect at the time of the applicable Option is exercisedClosing (defined below). (v) Unless otherwise agreed by the Parties, the closing (the “Option Closing”) of such Transfer any purchase and sale of Securities pursuant to a Sale Option shall occur be held on the date specified in the applicable Option Exercise Notice (the “Option Closing Date”). (vi) At the Option Closing, (i) the tenth anniversary Company (or Opco, in the case of OP Units) shall issue the Execution Date (orSecurities purchased at such Option Closing in book-entry form to LenFive, if not a Business Day, the Business Day immediately preceding the tenth anniversary of the Execution Date) or and (ii) such later date as may be required to obtain either a determination of LenFive shall pay the Sale Aggregate Purchase Price or (and any applicable consents Class B Consideration) to the Company (or approvals or satisfy any reporting or waiting period under any applicable Legal Requirements. (dOpco with respect to OP Units) If the Sale Option is exercised, at the closing of the Transfer, (1) each Class A Member which has received a Sale Notice shall pay (by wire transfer of immediately available United States dollars to such United States bank accounts as a Class B Member selling its respective Class B Interests may designate in a written notice funds to the account specified by the Company and Class A Members no later than five Business Days prior to the closing date for the Transfer pursuant to the Sale Option) an amount equal to the Sale Price (determined in accordance with Section 9.8(b)), and (2) such Class B Member shall take the following actions: (i) such Class B Member shall Transfer to the applicable Class A Member all right, title and interest in and Option Exercise Notice. The issuance of Securities to the Class B Membership Interests, free and clear of all Encumbrances other than Permitted Encumbrances; (ii) such Class B Member Len Five at each Option Closing shall be required to make evidenced in the representations on Schedule 9 attached hereto to the applicable Class A Member and the Company; and (iii) such Class B Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer register of the Class B Membership Interests contemplated by this section. Upon Company (or Opco, in the closing case of OP Units) maintained for such Transfer, (A) all of such Class B Member’s obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (B) such Class B Member shall have no further rights as a Member, and (C) all the rights, obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class B Membership Interestspurpose.