Common use of TENANT'S OPTION TO PURCHASE Clause in Contracts

TENANT'S OPTION TO PURCHASE. If Landlord exercises its right to terminate this Lease under Section 13.1, Tenant shall have the option to purchase the Premises from Landlord or all of the Members’ interests in Landlord by giving Landlord written notice of exercise within fifteen (15) days after receipt of Landlord’s notice of termination. Upon exercise of this Option, with respect to purchasing the Premises, the Tenant shall be obligated to purchase from the Landlord and the Landlord shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Landlord’s right, title and interest in the Premises for the price and upon the term set forth herein. Upon exercise of this Option, with respect to purchasing the Members’ interests in the Landlord, the Tenant shall be obligated to purchase from the Members and the Members shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Members’ right, title and interest in the Landlord for the price and upon the term set forth herein. Tenant’s right to exercise this option hereunder shall be contingent upon Tenant not being in default (excluding any “change in control” default under Section 16.1(e)), beyond any applicable grace period, under this Lease either at the time of exercise of this option or at the time of closing. (i) The Purchase Price for the Landlord’s interest in the Premises or the Members’ interests in the Landlord shall be determined in the same manner as provided in Section 12.2 (i), hereof. (ii) The entire purchase price (subject to credit for the amount of any debt of Landlord assumed by Tenant) shall be paid in full, by certified or cashier’s check made payable to the Landlord or Members, as applicable, or by wire transfer of funds to a bank account designated by the Landlord or Members, as applicable, at closing. It is intended that the Purchase Price paid to the Landlord hereunder, be net of any and all conveyance fees and transaction costs other than the Landlord’s attorneys’ fees. Therefore, in addition to the Purchase Price, Tenant shall pay all costs of assuming the Project Financing (or all costs and prepayment charges, if any, if Tenant does not assume the Project Financing and pays off the Project Financing) and all other fees and expenses conveying fee title to the Premises, or conveyance of all of the Members’ interests in the Landlord, including, but not limited to, state and local transfer fees, recording costs and title insurance premiums otherwise typically the responsibility of a seller, provided that each party shall pay its own attorneys’ fees. At closing, Landlord shall assign to Tenant all rights of Landlord in and to any and all condemnation proceeds due (or paid to) Landlord as a result of such taking. (iii) If Buyer timely exercises its Option to purchase the Property or the Sellers’ interest in the Company, as further consideration for this Option and the purchase of the Property or the Sellers’ interest in the Company, as applicable, the Lease shall nevertheless continue in full force and effect as a contractual obligation between the Company, as landlord, and Buyer, as tenant, and Buyer shall continue to pay all rent and other monetary obligations due under the Lease and otherwise perform and comply with all obligations of Buyer under the Lease from and after the date of exercise of this Option through the date of closing hereunder.

TENANT'S OPTION TO PURCHASE. If In consideration of the terms and conditions of this Lease, the Site Agreement, and Tenant's purchase of the Pressure Sensitive Business from Landlord, Landlord exercises its hereby grants to Tenant the right to terminate this Lease under Section 13.1, Tenant shall have the and option to purchase the Demised Premises from Landlord or all and the Additional Land, as hereinafter defined, at any time during the term of this Lease for a purchase price of One Dollar ($1.00) (the "Purchase Option"). Any such purchase of the Members’ interests in Landlord Demised Premises and the Additional Land by giving Landlord written notice of exercise within fifteen (15) days after receipt of Landlord’s notice of termination. Upon exercise of this Option, with respect to purchasing the Premises, the Tenant shall be obligated to purchase from in "as is" condition, without any warranty, representation or covenant of any kind by Landlord other than those set forth in the Asset Purchase Agreement (which are incorporated herein by reference); provided, however that Landlord shall convey the Demised Premises and the Landlord shall be obligated Additional Land to convey Tenant by quitclaim deed with covenant, subject to the TenantReciprocal Easements, and/or one the exceptions to title set forth on EXHIBIT C attached hereto and made a part hereof (the "Permitted Exceptions to Title"), and subject to such other exceptions to title placed against the Demised Premises by Tenant or more designee as a result of Tenant, all 's use or occupancy of the Landlord’s rightDemised Premises, title and interest in the Premises for the price and upon the term set forth hereinor as may be approved by Tenant. Upon exercise of this Option, with respect to purchasing the Members’ interests in the Landlord, the Tenant shall be obligated to purchase from the Members and the Members shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Members’ right, title and interest in the Landlord for the price and upon the term set forth herein. Tenant’s right to exercise this option hereunder shall be contingent upon Tenant not being in default (excluding any “change in control” default under Section 16.1(e)), beyond any applicable grace period, under this Lease either at the time of exercise of this option or at At the time of closing. (i) The Purchase Price for , the Landlord’s interest Reciprocal Easements, to be recorded on the date of this Lease, shall become perpetual in the Premises or the Members’ interests in the Landlord shall be determined in the same manner duration, as provided in Section 12.2 (i)therein, hereof. (ii) The entire purchase price (subject to credit without the need for the amount of any debt of Landlord assumed by Tenant) further instrument or agreement. Tenant shall be paid in full, by certified or cashier’s check made payable to the Landlord or Members, as applicable, or by wire transfer of funds to a bank account designated by the Landlord or Members, as applicable, at closing. It is intended that exercise the Purchase Price paid Option by notice to Landlord given in writing at any time during the Landlord hereunderTerm of this Lease, be net of any and all conveyance fees and transaction costs other than the Landlord’s attorneys’ fees. Therefore, in addition to closing on the Purchase Price, Tenant shall pay all costs of assuming the Project Financing (or all costs and prepayment charges, if any, if Tenant does not assume the Project Financing and pays off the Project Financing) and all other fees and expenses conveying fee title to the Premises, or conveyance of all sale of the Members’ interests in Demised Premises and the Landlord, includingAdditional Land shall take place on a date agreed by Landlord and Tenant, but not limited to, state and local transfer fees, recording costs and title insurance premiums otherwise typically the responsibility of a seller, provided that each party shall pay its own attorneys’ fees. At closing, Landlord shall assign to Tenant all rights of Landlord in and to any and all condemnation proceeds due (or paid to) Landlord as a result of such taking. (iii) If Buyer timely exercises its Option to purchase the Property or the Sellers’ interest in the Company, as further consideration for this Option and the purchase of the Property or the Sellers’ interest in the Company, as applicable, the Lease shall nevertheless continue in full force and effect as a contractual obligation between the Company, as landlord, and Buyer, as tenant, and Buyer shall continue to pay all rent and other monetary obligations due under the Lease and otherwise perform and comply with all obligations of Buyer under the Lease from and later than 60 days after the date of such notice of exercise, unless such date is extended by agreement of Landlord and Tenant. Provided Tenant has not exercised the Additional Land Option, as hereinafter defined, Tenant may elect in its sole discretion to exercise the Purchase Option with respect to only the Demised Premises, without the Additional Land. This Lease shall terminate as of this Option through the date of closing hereunderthe sale. Landlord shall not grant any mortgage or other encumbrance or permit any lien against the Demised Premises and/or the Additional Land, and/or Landlord's interest therein, arising through or under Landlord (but not arising through or under Tenant) during the Term of this Lease. Any such mortgage, lien or encumbrance created in violation of this provision shall automatically be deemed to be subordinate to this Lease, the Purchase Option, and the Additional Land Option as hereinafter defined. Landlord further agrees in connection with any such sale of the Demised Premises and Additional Land to remove any mortgage, lien or other encumbrance on the Demised Premises or the Additional Land arising through or under Landlord (but not arising through or under Tenant), but Landlord shall have no obligation to cure any of the Permitted Exceptions to Title. Landlord agrees to cooperate in good faith with Tenant should Tenant elect to cure any Permitted Exception to Title with respect to the Demised Premises or the Additional Land in connection with the exercise of the Purchase Option by Tenant.

TENANT'S OPTION TO PURCHASE. If Landlord exercises its right to terminate this Lease does not waive a default under Section 13.116.1(e) (change of control of Tenant), Tenant shall have the option to purchase the Premises from Landlord or all of the Members’ interests in Landlord by giving Landlord written notice of exercise within fifteen (15) days after receipt of Landlord’s notice of terminationa default hereunder pursuant to Section 16.1(e). Upon exercise of this Optionoption, with respect to purchasing the Premises, the Tenant shall be obligated to purchase from the Landlord and the Landlord shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Landlord’s right, title and interest in the Premises for the price and upon the term terms set forth herein. Upon exercise of this Optionoption, with respect to purchasing the Members’ interests in the Landlord, the Tenant shall be obligated to purchase from the Members and the Members shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Members’ right, title and interest in the Landlord for the price and upon the term terms set forth herein. Tenant’s right to exercise this option hereunder shall be contingent upon Tenant not being in default (excluding any “other than change in control” default under Section 16.1(e)), beyond any applicable grace period, under any other provision of this Lease either at the time of exercise of this option or at the time of closing. (i) The Purchase Price for the Landlord’s interest in the Premises or the Members’ interests in the Landlord shall be determined in the same manner as provided in Section 12.2 (i), hereof. (ii) The entire purchase price (subject to credit for the amount of any debt of Landlord assumed by Tenant) shall be paid in full, by certified or cashier’s check made payable to the Landlord or Members, as applicableLandlord, or by wire transfer of funds to a bank account designated by the Landlord or Members, as applicableLandlord, at closing. It is intended that the Purchase Price paid to the Landlord hereunder, hereunder be net of any and all conveyance fees and transaction costs other than the Landlord’s attorneys’ fees. Therefore, in addition to the Purchase Price, Tenant shall pay all costs of assuming the Project Financing (or all costs and prepayment charges, if any, if Tenant does not assume the Project Financing and pays off the Project Financing) and all other fees and expenses conveying fee title to the Premises, or conveyance of all of the Members’ interests in the Landlord, including, but not limited to, state and local transfer fees, recording costs and title insurance premiums otherwise typically the responsibility of a seller, provided that each party shall pay its own attorneys’ fees. At closing, Landlord shall assign to Tenant all rights of Landlord in and to any and all condemnation proceeds due (or paid to) Landlord as a result of such taking. (iii) If Buyer timely exercises its Option to purchase the Property or the Sellers’ interest in the Company, as further consideration for this Option and the purchase of the Property or the Sellers’ interest in the Company, as applicable, the Lease shall nevertheless continue in full force and effect as a contractual obligation between the Company, as landlord, and Buyer, as tenant, and Buyer shall continue to pay all rent and other monetary obligations due under the Lease and otherwise perform and comply with all obligations of Buyer under the Lease from and after the date of exercise of this Option through the date of closing hereunder.

TENANT'S OPTION TO PURCHASE. If Landlord exercises its right to terminate this Lease under Section 13.112.1, Tenant shall have the option to purchase the Premises from Landlord or all of the Members’ interests in Landlord by giving Landlord written notice of exercise within fifteen (15) days after receipt of Landlord’s notice of termination. Upon exercise of this Option, Option with respect to purchasing the Premises, the Tenant shall be obligated to purchase from the Landlord and the Landlord shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Landlord’s right, title and interest in the Premises for the price and upon the term set forth herein. Upon exercise of this Option, Option with respect to purchasing the Members’ interests in the Landlord, the Tenant shall be obligated to purchase from the Members and the Members shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Members’ right, title and interest in the Landlord for the price and upon the term set forth herein. Tenant’s right to exercise this option hereunder shall be contingent upon Tenant not being in default (excluding any “change in control” default under Section 16.1(e)), beyond any applicable grace period, under this Lease either at the time of exercise of this option or at the time of closing. (i) The Purchase Price for the Landlord’s interest in the Premises or the Members’ interests in the Landlord shall be determined equal to the sum of (A) the product of (i) $10,970,000.00 multiplied by (ii) the percentage set forth on Exhibit D attached hereto for the applicable Purchase Date minus, if the Project Financing (as hereinafter defined) is assumed by Tenant, (B) the then outstanding principal balance due under the Project Financing, plus (C) any other costs incurred by the Landlord of a capital nature in connection with the ownership of the Premises not funded out of the Stipulated Sum (as such term is defined in the same manner Development Agreement) which costs where incurred as provided in Section 12.2 a result of (i)A) any default by Tenant under the Lease, hereof(B) any governmental order requiring a repair, replacement or improvement of the Premises, (C) Tenant’s election not to make any replacement of a building component during the last three years of the term of this Lease, or (D) were otherwise incurred with the written consent of Tenant. (ii) The entire purchase price (subject to credit for the amount of any debt of Landlord assumed by Tenant) shall be paid in full, by certified or cashier’s check made payable to the Landlord or Members, as applicable, or by wire transfer of funds to a bank account designated by the Landlord or Members, as applicable, at closing. As used herein, “Project Financing” shall mean the original financing for development of the Project obtained by the Landlord, as amortized to the date of Closing assuming the amortization schedule used in the calculation of the base rent under the Lease, and secured by the Premises; provided that the aggregate outstanding principal balance due under such financing shall not at any time exceed the product of $10,970,000.00 multiplied by the percentage set forth on Exhibit D for such period of time. It is intended that the Purchase Price paid to the Landlord hereunder, be net of any and all conveyance fees and transaction costs other than the Landlord’s attorneys’ fees. Therefore, in addition to the Purchase Price, Tenant shall pay all costs of assuming the Project Financing (or all costs and prepayment charges, if any, if Tenant does not assume the Project Financing and pays off the Project Financing) and all other fees and expenses conveying fee title to the Premises, or conveyance of all of the Members’ interests in the Landlord, including, but not limited to, state and local transfer fees, recording costs and title insurance premiums otherwise typically the responsibility of a seller, provided that each party shall pay its own attorneys’ fees. At closing, Landlord shall assign to Tenant all rights of Landlord in and to any and all condemnation insurance proceeds due (or paid to) Landlord as a result of such takingcasualty. (iii) If Buyer timely exercises its Option to purchase the Property or the Sellers’ interest in the Company, as further consideration for this Option and the purchase of the Property or the Sellers’ interest in the Company, as applicable, the Lease shall nevertheless continue in full force and effect as a contractual obligation between the Company, as landlord, and Buyer, as tenant, and Buyer shall continue to pay all rent and other monetary obligations due under the Lease and otherwise perform and comply with all obligations of Buyer under the Lease from and after the date of exercise of this Option through the date of closing hereunder.

TENANT'S OPTION TO PURCHASE. If Landlord exercises its right to terminate this Lease under Section 13.112.1, Tenant shall have the option to purchase the Premises from Landlord or all of the Members’ interests in Landlord by giving Landlord written notice of exercise within fifteen (15) days after receipt of Landlord’s notice of termination. Upon exercise of this Option, Option with respect to purchasing the Premises, the Tenant shall be obligated to purchase from the Landlord and the Landlord shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Landlord’s right, title and interest in the Premises for the price and upon the term set forth herein. Upon exercise of this Option, Option with respect to purchasing the Members’ interests in the Landlord, the Tenant shall be obligated to purchase from the Members and the Members shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Members’ right, title and interest in the Landlord for the price and upon the term set forth herein. Tenant’s right to exercise this option hereunder shall be contingent upon Tenant not being in default (excluding any “change in control” default under Section 16.1(e)), beyond any applicable grace period, under this Lease either at the time of exercise of this option or at the time of closing. (i) The Purchase Price for the Landlord’s interest in the Premises or the Members’ interests in the Landlord shall be determined in equal to the same manner as provided in Section 12.2 sum of (A) the product of (i)) $10,970,000.00 multiplied by (ii) the percentage set forth on Exhibit D attached hereto for the applicable Purchase Date minus, hereof.if the Project Financing (as hereinafter defined) is assumed by Tenant, (B) the then outstanding principal balance due under the Project Financing, plus (C) any other costs incurred by the Landlord of a capital nature in connection with the ownership of the Premises not (ii) The entire purchase price (subject to credit for the amount of any debt of Landlord assumed by Tenant) shall be paid in full, by certified or cashier’s check made payable to the Landlord or Members, as applicable, or by wire transfer of funds to a bank account designated by the Landlord or Members, as applicable, at closing. As used herein, “Project Financing” shall mean the original financing for development of the Project obtained by the Landlord, as amortized to the date of Closing assuming the amortization schedule used in the calculation of the base rent under the Lease, and secured by the Premises; provided that the aggregate outstanding principal balance due under such financing shall not at any time exceed the product of $10,970,000.00 multiplied by the percentage set forth on Exhibit D for such period of time. It is intended that the Purchase Price paid to the Landlord hereunder, be net of any and all conveyance fees and transaction costs other than the Landlord’s attorneys’ fees. Therefore, in addition to the Purchase Price, Tenant shall pay all costs of assuming the Project Financing (or all costs and prepayment charges, if any, if Tenant does not assume the Project Financing and pays off the Project Financing) and all other fees and expenses conveying fee title to the Premises, or conveyance of all of the Members’ interests in the Landlord, including, but not limited to, state and local transfer fees, recording costs and title insurance premiums otherwise typically the responsibility of a seller, provided that each party shall pay its own attorneys’ fees. At closing, Landlord shall assign to Tenant all rights of Landlord in and to any and all condemnation insurance proceeds due (or paid to) Landlord as a result of such takingcasualty. (iii) If Buyer timely exercises its Option to purchase the Property or the Sellers’ interest in the Company, as further consideration for this Option and the purchase of the Property or the Sellers’ interest in the Company, as applicable, the Lease shall nevertheless continue in full force and effect as a contractual obligation between the Company, as landlord, and Buyer, as tenant, and Buyer shall continue to pay all rent and other monetary obligations due under the Lease and otherwise perform and comply with all obligations of Buyer under the Lease from and after the date of exercise of this Option through the date of closing hereunder.

TENANT'S OPTION TO PURCHASE. If Landlord exercises its right to terminate this Lease under Section 13.1(a) Landlord, Tenant shall have the option to purchase the Premises from Landlord or all in consideration of the Members’ interests in Landlord rent to be paid and the covenants and agreements set forth herein to be kept and performed by giving Landlord written notice of exercise within fifteen (15) days after Tenant, and for other good and valuable consideration, the receipt of Landlord’s notice of termination. Upon exercise of this which is hereby acknowledged, does hereby grant to Tenant the exclusive right and option (the “Option, with respect to purchasing the Premises, the Tenant shall be obligated ”) to purchase from the Landlord and the Landlord shall be obligated to convey Landlord, subject to the Tenantterms and conditions set forth herein, and/or all or any portion of the Leased Premises on a Site-by-Site basis. (b) Tenant may exercise the Option multiple times as to one or more designee Sites in each instance, at any time during the Term (provided, Tenant may not exercise options for more than a number of Tenant, all Sites equal to 30 less (y) the positive difference between 110 and (z) the actual number of the Landlord’s right, title and interest in the Premises for the price and upon the term set forth herein. Upon exercise of this Option, with respect Sites subject to purchasing the Members’ interests in the Landlord, the Tenant shall be obligated to purchase from the Members and the Members shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Members’ right, title and interest in the Landlord for the price and upon the term set forth herein. Tenant’s right to exercise this option hereunder shall be contingent upon Tenant not being in default (excluding any “change in control” default under Section 16.1(e)), beyond any applicable grace period, under this Lease either at the time of the Outside Final Closing Deadline (as defined in that certain Purchase and Sale Agreement, between Chesapeake Land Development Company, L.L.C. and Apple Nine Ventures, Inc., dated January 21, 2009); in any event no more than ten (10) Producing Sites [as defined below] may be repurchased pursuant to this Section 25). Tenant shall not have the right to exercise the Option during any period where an event of this default pursuant to Sections 18(a)(i) or 18(a)(iii) has occurred and is continuing. In order to exercise the Option, Tenant shall give written notice (the “Option Notice”) of such election to Landlord, which shall include a description of the Site(s) to be purchased by Tenant, and, if the option is being exercised pursuant to a Notice of Intent to Terminate, such election must include the concurrent delivery of all monetary sums then owed to Landlord comprising any such prior default. On the first to occur of the date that is designated in the Option Notice or at the time date that is sixty (60) days after the delivery of closingthe Option Notice to Landlord (the “Closing Date”), Landlord shall sell and convey to Tenant, and Tenant shall purchase and accept from Landlord, the Site(s) described in such Option Notice, subject to the terms and conditions set forth herein (the “Closing”) As used herein, a “Producing Site” is a Site upon which a natural gas well exists that is producing natural gas in paying quantities or upon which shut-in payments are being paid as of the date of the Option Notice. (c) (i) The total purchase price (the “Purchase Price”) to be paid by Tenant to Landlord for each Site covered by an Option Notice if Tenant exercises the Option shall be an amount equal to the purchase price set forth below: (A) If the Option Notice is delivered on or before the date that is sixty (60) months after the Effective Date of this Lease, then the Purchase Price for the Landlord’s interest in the Premises or the Members’ interests in the Landlord all Sites covered by such Option Notice shall be determined in the same manner as provided in Section 12.2 ONE MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS (i), hereof$1,400,000.00) per Site. (iiB) The entire purchase price If the Option Notice is delivered after the date that is sixty (subject to credit for 60) months after the amount Effective Date of any debt of Landlord assumed by Tenant) shall be paid in fullthis Lease, by certified or cashier’s check made payable to the Landlord or Members, as applicable, or by wire transfer of funds to a bank account designated by the Landlord or Members, as applicable, at closing. It is intended that then the Purchase Price paid to the Landlord hereunder, for all Sites covered by such Option Notice shall be net of any and all conveyance fees and transaction costs other than the Landlord’s attorneys’ fees. Therefore, in addition to the Purchase Price, Tenant shall pay all costs of assuming the Project Financing ONE MILLION NINE HUNDRED THOUSNAND AND NO/100 DOLLARS (or all costs and prepayment charges, if any, if Tenant does not assume the Project Financing and pays off the Project Financing$1,900,000.00) and all other fees and expenses conveying fee title to the Premises, or conveyance of all of the Members’ interests in the Landlord, including, but not limited to, state and local transfer fees, recording costs and title insurance premiums otherwise typically the responsibility of a seller, provided that each party shall pay its own attorneys’ fees. At closing, Landlord shall assign to Tenant all rights of Landlord in and to any and all condemnation proceeds due (or paid to) Landlord as a result of such takingper Site. (iii) If Buyer timely exercises its Option to purchase the Property or the Sellers’ interest in the Company, as further consideration for this Option and the purchase of the Property or the Sellers’ interest in the Company, as applicable, the Lease shall nevertheless continue in full force and effect as a contractual obligation between the Company, as landlord, and Buyer, as tenant, and Buyer shall continue to pay all rent and other monetary obligations due under the Lease and otherwise perform and comply with all obligations of Buyer under the Lease from and after the date of exercise of this Option through the date of closing hereunder.

TENANT'S OPTION TO PURCHASE. If 30.1.1. In the event that Landlord exercises its shall, at any time during the Term, desire to sell the Property, Landlord shall send to Tenant a written notice (the "Sale Notice") setting forth the purchase price and the terms of any such proposed sale of the Property by Landlord. Tenant shall, for a period of sixty (60) days (the "Option Period") after Tenant's receipt of the Sale Notice, have the right to terminate this Lease under Section 13.1elect to (i) purchase the Property on the terms and conditions set forth in the Sale Notice; or (ii) make a counteroffer for the purchase of the Property by sending Landlord a written statement setting forth Tenant's proposed terms and conditions for the purchase of the Property (the "Counter-offer"); or (iii) notify Landlord in writing of Tenant's election not to purchase the Property. 30.1.2. If Tenant elects to accept the terms set forth in the Sale Notice, Tenant shall have send a written notice to such effect to Landlord prior to the option to purchase the Premises from Landlord or all end of the Members’ interests Option Period and Landlord and Tenant shall make settlement of Tenant's purchase of the Property in accordance with the terms of the Sale Notice, subject to the provisions of Section 30.4. 30.1.3. If Tenant elects to make the Counteroffer, Landlord by giving Landlord written notice shall notify Tenant in writing of exercise its acceptance or rejection of the Counteroffer within fifteen ten (1510) days after receipt of Landlord’s notice of terminationLandlord receives the Counteroffer. Upon exercise of this OptionIn the event that Landlord elects to accept the Counteroffer, with respect to purchasing the Premises, the Landlord and Tenant shall be obligated to make settlement of Tenant's purchase from of the Landlord and Property in accordance with the Landlord shall be obligated to convey terms of the Counteroffer, subject to the Tenant, and/or one or more designee provisions of Tenant, all of Section 30.4. 30.1.4. In the Landlord’s right, title and interest in the Premises for the price and upon the term set forth herein. Upon exercise of this Option, with respect to purchasing the Members’ interests in the Landlord, the event Tenant shall be obligated to purchase from the Members and the Members shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Members’ right, title and interest in the Landlord for the price and upon the term set forth herein. Tenant’s right to exercise this option hereunder shall be contingent upon Tenant elect not being in default (excluding any “change in control” default under Section 16.1(e)), beyond any applicable grace period, under this Lease either at the time of exercise of this option or at the time of closing. (i) The Purchase Price for the Landlord’s interest in the Premises or the Members’ interests in the Landlord shall be determined in the same manner as provided in Section 12.2 (i), hereof. (ii) The entire purchase price (subject to credit for the amount of any debt of Landlord assumed by Tenant) shall be paid in full, by certified or cashier’s check made payable to the Landlord or Members, as applicable, or by wire transfer of funds to a bank account designated by the Landlord or Members, as applicable, at closing. It is intended that the Purchase Price paid to the Landlord hereunder, be net of any and all conveyance fees and transaction costs other than the Landlord’s attorneys’ fees. Therefore, in addition to the Purchase Price, Tenant shall pay all costs of assuming the Project Financing (or all costs and prepayment charges, if any, if Tenant does not assume the Project Financing and pays off the Project Financing) and all other fees and expenses conveying fee title to the Premises, or conveyance of all of the Members’ interests in the Landlord, including, but not limited to, state and local transfer fees, recording costs and title insurance premiums otherwise typically the responsibility of a seller, provided that each party shall pay its own attorneys’ fees. At closing, Landlord shall assign to Tenant all rights of Landlord in and to any and all condemnation proceeds due (or paid to) Landlord as a result of such taking. (iii) If Buyer timely exercises its Option to purchase the Property or Landlord shall not accept the Sellers’ interest Counteroffer, Landlord shall have the right during the one (1) year period (the "Third Party Solicitation Period") commencing on the expiration of the Option Period, to offer to sell the Property to a third party, subject to the provisions of this Section 30.1.4. Landlord shall send Tenant a copy of any offer (the "Outside Offer)" to purchase Property from any such third party that is acceptable to Landlord, which shall set forth the name and address of such third party and the terms and conditions of the proposed purchase. In no event shall Landlord accept an offer to purchase the Property for an amount (based upon present value discounted at a rate equal to the discount rate of such financing at then prevailing market conditions assuming that the seller of such financing obligation is not in a forced sale position) that is less than the lesser of (i) the amount set forth in any Counteroffer made by Tenant during the Option Period or (ii) the purchase price for the Property initially set forth in the CompanySale Notice, as further consideration unless Landlord shall first give to Tenant the right, exercisable for this Option and the purchase sixty (60) days prior to Landlord's acceptance of the Outside Offer, to purchase the Property or on the Sellers’ interest same terms and conditions as those contained in the Company, as applicable, the Lease shall nevertheless continue in full force and effect as a contractual obligation between the Company, as landlord, and Buyer, as tenant, and Buyer shall continue to pay all rent and other monetary obligations due under the Lease and otherwise perform and comply with all obligations of Buyer under the Lease from and after the date of exercise of this Option through the date of closing hereunderOutside Offer.

TENANT'S OPTION TO PURCHASE. If Landlord exercises its right to terminate this Lease does not waive a default under Section 13.116.1(e) (change of control of Tenant), Tenant shall have the option to purchase the Premises from Landlord or all of the Members’ interests in Landlord by giving Landlord written notice of exercise within fifteen (15) days after receipt of Landlord’s notice of terminationa default hereunder pursuant to Section 16.1(e). Upon exercise of this Optionoption, with respect to purchasing the Premises, the Tenant shall be obligated to purchase from the Landlord and the Landlord shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Landlord’s right, title and interest in the Premises for the price and upon the term terms set forth herein. Upon exercise of this Optionoption, with respect to purchasing the Members’ interests in the Landlord, the Tenant shall be obligated to purchase from the Members and the Members shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Members’ right, title and interest in the Landlord for the price and upon the term terms set forth herein. Tenant’s right to exercise this option hereunder shall be contingent upon Tenant not being in default (excluding any “other than change in control” default under Section 16.1(e)), beyond any applicable grace period, under any other provision of this Lease either at the time of exercise of this option or at the time of closing. (i) The Purchase Price for the Landlord’s interest in the Premises or the Members’ interests in the Landlord shall be determined in the same manner as provided in Section 12.2 (i), hereof. (ii) The entire purchase price (subject to credit for the amount of any debt of Landlord assumed by Tenant) shall be paid in full, by certified or cashier’s check made payable to the Landlord or Members, as applicableLandlord, or by wire transfer of funds to a bank account designated by the Landlord or Members, as applicableLandlord, at closing. It is intended that the Purchase Price paid to the Landlord hereunder, hereunder be net of any and all conveyance fees and transaction costs other than the Landlord’s attorneys’ fees. Therefore, in addition to the Purchase Price, Tenant shall pay all costs of assuming the Project Financing (or all costs and prepayment charges, if any, if Tenant does not assume the Project Financing and pays off the Project Financing) and all other fees and expenses conveying fee title to the Premises, or conveyance of all of the Members’ interests in the Landlord, including, but not limited to, state and local transfer fees, recording costs and title insurance premiums otherwise typically the responsibility of a seller, provided that each party shall pay its own attorneys’ fees. At closing, Landlord shall assign to Tenant all rights of Landlord in and to any and all condemnation proceeds due (or paid to) Landlord as a result of such taking. (iii) If Buyer timely exercises its Option to purchase the Property or the Sellers’ interest in the Company, as further consideration for this Option and the purchase of the Property or the Sellers’ interest in the Company, as applicable, the Lease shall nevertheless continue in full force and effect as a contractual obligation between the Company, as landlord, and Buyer, as tenant, and Buyer shall continue to pay all rent and other monetary obligations due under the Lease and otherwise perform and comply with all obligations of Buyer under the Lease from and after the date of exercise of this Option through the date of closing hereunder. 17.

TENANT'S OPTION TO PURCHASE. If Landlord exercises its right (a) Subject to terminate the provisions of Article ')6 below, provided Tenant is not then in default under any of the terms, covenants and conditions of this Lease under Section 13.1Lease, at any time during the term of this lease after the fourth anniversary of the Commencement Date, Tenant shall have the option to purchase the Premises from Landlord or all of the Members’ interests in Landlord Property, by giving Landlord written notice (the "Purchase Notice") of exercise within fifteen its election to purchase the Property not earlier than four (154) years after the Commencement Date, nor later than nine (9) months prior to the expiration of the Initial Term; it being agreed that time is of the essence, for a purchase price as determined in accordance with subsection (b) below. (b) Within thirty (' )O) days after following receipt of a Purchase Notice, Landlord shall advise Tenant in writing of the proposed purchase price for the Property representing Landlord's good faith determination as to fair market value ("Landlord's Purchase Price Notice"). If Tenant does not agree to such amount (or such other amount as may be acceptable to Landlord), Tenant shall have the right to require the purchase price to be determined by an average of three appraisals to be performed by appraisers having the MAI designation, one of which appraisers shall be designated by Landlord, the second of which shall be designated by Tenant, and the third of which shall be appointed by the first two appraisers. Tenant's election shall be made by advising Landlord in writing within ten (10) days following receipt of Landlord’s 's Purchase Price Notice, which notice from Tenant shall designate Tenant's suggested appraiser. Each of termination. Upon exercise of this Option, with respect to purchasing the Premisesappraisers shall appraise the Property utilizing the income approach, the comparable sale approach, and the replacement cost approach; provided, however, that in utilizing the income approach, the appraisers shall apply the income approach a payment of rent by a credit tenant leasing the Premises at the then current fair market rent under a five year lease, without any options to purchase or rights of first refusal. Notwithstanding the foregoing, in no event shall the purchase price be less than the Minimum Price established in the subsection (c) below. Landlord and Tenant shall be obligated to purchase from each pay the Landlord fees of its own designated appraiser, and the parties shall each pay one half of the fees of the third appraiser. (c) Notwithstanding anything contained herein to the contrary, the purchase price to be paid by Tenant shall not be less than $5,D- 00,000.00, increased by five (5%) percent per annum for each year or pro- rated portion of a year, compounded annually, between the fourth anniversary of the Commencement Date and the date of closing on the sale to Tenant (the "Minimum Price"). (d) Landlord shall be obligated have the night to convey to require the Tenant, and/or one or more designee of Tenant, all purchase of the Landlord’s rightProperty by Tenant pursuant to this Article 35 to be structured as a tax deferred exchange under Section 1031 of the Internal Revenue Code and the regulations adopted thereunder, title or such substantially equivalent provision of Internal Revenue Code as is then applicable to sales of property; Tenant shall execute such documents and interest instruments as may be required by Landlord to facilitate a tax deferred exchange under applicable law, at no additional cost or expense to Tenant. Landlord hereby agrees to indemnify Tenant for any such cost or expense that Tenant may incur in connection with such tax deferred exchange, and from and against any claims, liabilities, costs or expenses answering out of any acquisition agreement executed by Tenant pursuant to this subsection (d). Further, Tenant shall not be required to answer any other liability of Landlord in connection with such tax deferred exchange, except that Tenant shall execute an acquisition agreement if requested by Landlord in order to facilitate an exchange, so long as Tenant has no liability under such agreement beyond the Premises for the price and upon the term set forth herein. Upon exercise of this Optiondeposit monies payable thereunder, with respect to purchasing the Members’ interests in the which deposit monies shall be paid by Landlord, the Tenant shall be obligated to purchase from the Members and the Members shall be obligated to convey to the not Tenant. . In addition, and/or one or more designee of Tenant, all of the Members’ right, title and interest in the Landlord for the price and upon the term set forth herein. Tenant’s right to exercise this option hereunder shall be contingent upon Tenant not being in default (excluding any “change in control” default under Section 16.1(e)), beyond any applicable grace period, under this Lease either if at the time of Tenant's exercise of its option to purchase, there is a mortgage against the Premises, Landlord shall have the right to require Tenant to accept title under and subject to such mortgage, and Tenant shall execute such mortgage assumption agreements as the holder of the mortgage may require, and the principal balance of the mortgage loan, as of the date of settlement, shall be credited against the purchase price calculated in accordance with subparagraph (b) above. (e) Upon exercise by Tenant of its option to purchase, this lease and the aforesaid notice of Tenant's exercise of its option shall constitute an agreement of sale between the parties, whereby Landlord agrees to sell and Tenant agrees to purchase the Premises upon the following terms and conditions (in addition to the terms and conditions set forth above): (i) Settlement shall be held at the office of Landlord at 65 Valley Stream Parkway,. Mxxxxxx, Xxxxxxxxxxxx. (xx) Xxx purchase price calculated above shall be reduced by any net condemnation proceeds received by Landlord and not applied to restoration of the Premises or other improvements which from a portion of the Premises at any time during the time of this lease with respect to the taking or condemnation of any portion of the Premises. (iii) The purchase price shall be paid by Tenant to Landlord at the time of closingsettlement by wire transfer or immediately available federal funds, or by cashier's check or certified check or the plain check of a title insurance company insuring Tenant's title, except that Tenant shall be entitled to a credit at settlement in the amount of $120,000.00. (iiv) The Purchase Price for the Landlord’s interest Landlord and Tenant shall share equally in the Premises payment for any documentary stamps to be affixed to the deed of conveyance and any realty transfer taxes imposed upon or in connection with the Members’ interests in conveyance. No settlement shall occur unless and until Tenant shall have paid all sums owed under the lease to Landlord applicable to the period of time prior to the date of settlement. All amounts prepaid by Landlord for Impositions, taxes, utilities, insurance premiums, and any other charges which are applicable to the period of time after settlement and which have not been previously paid by Tenant shall be determined in paid by Tenant to Landlord at the same manner time of settlement. Rents, including Tenant's share of operating costs, shall be pro rated as provided in Section 12.2 (i), hereofof the date of settlement. (iiv) The entire purchase price (subject Landlord shall convey to credit for Tenant a good and marketable fee simple title to the amount of any debt of Landlord assumed Premises by Tenant) Special Warranty Deed, which shall be paid in fullsufficient form to be recorded, by certified in which Landlord shall covenant and agree therein that the grantor has not done, committed or cashier’s check made payable knowingly or willingly suffered to be done or committed, any act, matter or thing whatsoever whereby the Landlord or Members, as applicablePremises thereby granted, or by wire transfer of funds to a bank account designated by the Landlord any part thereof, is charged or Members, encumbered (except for "Permitted Title Objections" [as applicable, at closinghereinafter defined]). It is intended that the Purchase Price paid to the Landlord hereunder, be net of any and all conveyance fees and transaction costs other than the Landlord’s attorneys’ fees. Therefore, in addition to the Purchase Price, Tenant shall pay all costs of assuming the Project Financing (or all costs and prepayment charges, if any, if Tenant does not assume the Project Financing and pays off the Project Financing) and all other fees and expenses conveying fee accept title to the Premises, subject to this lease and any subleases made pursuant to this lease; any and all Impositions (which, if due and payable on or conveyance before the date of settlement, shall be paid by Landlord); all restrictions, encumbrances and exceptions of record existing on the date of this lease; all liens, restrictions, encumbrances and exceptions hereafter created by Landlord with the written consent of Tenant (provided, however, that the lease itself shall not be deemed to constitute Tenant's written consent with respect to the creation of any such liens, restrictions, encumbrances and/or exceptions); any mortgage as described in subparagraph (iv) above; all utility easements and public road rights-of-way hereafter created by Landlord which are reasonably desirable for the development and/or maintenance of the Members’ interests in Premises, lands adjacent to the Premises, or both; any violations of building codes, fire laws and other laws and regulations; any liens, encumbrances and exceptions not created by or resulting from the act, omission or default of Landlord; all zoning rules, includingregulations, but not limited to, state and local transfer fees, recording costs and restrictions or ordinances; all standard title objections of the title insurance premiums otherwise typically company insuring Tenant's title; and any liens, encumbrances and exceptions created or suffered by Tenant (collectively the responsibility "Permitted Title Objections"); provided, however, that if Landlord cannot convey title as aforesaid at the time of a seller, provided that each party shall pay its own attorneys’ fees. At closingsettlement, Landlord shall assign have the right, at its option, to Tenant all rights of Landlord in and to any and all condemnation proceeds due (or paid to) Landlord as a result of such taking. (iii) If Buyer timely exercises its Option to purchase the Property or the Sellers’ interest in the Company, as further consideration for this Option and the purchase of the Property or the Sellers’ interest in the Company, as applicable, the Lease shall nevertheless continue in full force and effect as a contractual obligation between the Company, as landlord, and Buyer, as tenant, and Buyer shall continue to pay all rent and other monetary obligations due under the Lease and otherwise perform and comply with all obligations of Buyer under the Lease from and after postpone the date of settlement for sixty (60) days during which time Landlord shall attempt to cure or satisfy the title defects. Landlord shall not be required to bring any action or proceeding or otherwise incur any expense to cure or satisfy the title defects. If Landlord is unable to deliver title as required above, Tenant shall either accept such title as Landlord can deliver, without abatement of the purchase price, or rescind its exercise of its purchase option, and this Option through the date of closing hereunderlease shall continue in effect, except that Tenant shall thereafter have no option to purchase. Tenant's title shall be insurable as aforesaid at ordinary rates by any reputable title insurance company.

TENANT'S OPTION TO PURCHASE. If Landlord exercises its right to terminate this Effective during the third, fourth and fifth Lease under Section 13.1Years of the Initial Term, Tenant shall have the option exclusive and irrevocable right, if timely exercised, and provided Tenant is not in default under the Casino Lease at said time, to purchase the Premises from (defined, as of this date, to include the Golden Gates Casino Parcel and Landlord's Interest, subject to the W-I Co-Ownership Agreement and, following the Condominiumization, to include the Golden Gates Casino Parcel and Unit 2), together with all Landlord's rights in any easements, rights of way, and appurtenances, including any right of Landlord or all in any adjoining streets and alleys (collectively, "Option to Purchase"), on and subject to the terms and conditions set forth below: A. If Tenant desires to exercise the Option to Purchase contained herein, it shall notify Landlord not less than one hundred eighty (180) days prior to the date Tenant desires to close the Option to Purchase, but in no event less than 180 days prior to the expiration of the Members’ interests in Initial Term ("Exercise Notice"). If the Exercise Notice is received timely, and the closing occurs during the third Lease Year, the exercise price ("Exercise Price") shall be $5,941,500.00; or if the closing occurs during the fourth Lease Year, the Exercise Price shall be $6,115,500.00; or if the closing occurs during the fifth Lease Year, the Exercise Price shall be $6,294,720.00. If there are any "Additional Costs", which term for purposes hereof shall include any costs or expenses incurred for Special Assessments pursuant to the Condominium Declaration which have been approved by Landlord and Tenant, the respective Exercise Price shall be increased according to the following formula: Exercise Price + ((Additional Costs paid by giving Landlord written notice x 0.25% per month) x number of exercise within fifteen (15) days after receipt months from date of payment for Landlord’s notice 's share of terminationAdditional Costs). Upon exercise of this exercising the Option, with respect Tenant shall pay a non-refundable down payment of $200,000.00 to purchasing Landlord to be applied against the PremisesExercise Price and close the purchase no earlier than six (6) months after the exercise. Upon exercising the Option, Tenant shall continue to pay rent, which shall not be applied towards the Exercise Price. Tenant will use its best reasonable efforts to accommodate a 1031 exchange. B. In the event of the exercise by Tenant of its rights under this Section 16.1, the sale by Landlord to Tenant shall be obligated subject to purchase from the Landlord following agreements. Title to the Premises (which shall include the Golden Gates Casino Parcel and either Landlord's Interest (subject to the Landlord W-I Co-Ownership Agreement) or Unit 2, shall be obligated conveyed by special warranty deed subject only to convey matters of record on the date hereof as specified in the attached title policy with standard printed exceptions deleted. Landlord will pay for a title insurance policy (or reimburse Tenant for an equivalent amount) insuring title to the Tenantacquired property in an amount equal to the purchase price therefor, and/or one or more designee of Tenant, all of subject to the Landlord’s right, title exceptions delineated above. All closing costs and interest in the Premises for the price and upon the term set forth herein. Upon exercise of this Option, with respect to purchasing the Members’ interests in the Landlord, the Tenant recording costs shall be obligated to purchase from the Members and the Members shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Members’ right, title and interest allocated as customary in the Landlord for the price and upon the term set forth herein. Tenant’s right to exercise this option hereunder shall be contingent upon Tenant not being in default (excluding any “change in control” default under Section 16.1(e)), beyond any applicable grace period, under this Lease either Colorado at the time of exercise of this option or at the time of closing. (i) The Purchase Price such sale and Buyer will be responsible for the Landlord’s interest in the Premises or the Members’ interests in the Landlord shall be determined in the same manner as provided in Section 12.2 (i), hereof. (ii) The entire purchase price (subject to credit for the amount of any debt of Landlord assumed by Tenant) shall be paid in full, by certified or cashier’s check made payable to the Landlord or Members, as applicable, or by wire all transfer of funds to a bank account designated by the Landlord or Members, as applicable, at closing. It is intended that the Purchase Price paid to the Landlord hereunder, be net of any and all conveyance fees and transaction costs other than the Landlord’s attorneys’ fees. Therefore, in addition to the Purchase Price, Tenant shall pay all costs of assuming the Project Financing (or all costs and prepayment chargestaxes, if any, if Tenant does not assume . Closing will occur through a mutually agreed upon title company pursuant to closing instructions which will require that the Project Financing and pays off the Project Financing) and all other fees and expenses conveying fee title insurance company agree to insure title to the Premises, or conveyance of all of the Members’ interests acquired property in the manner required herein prior to releasing any funds to Landlord, including, but not limited to, state and local transfer fees, recording costs and title insurance premiums otherwise typically the responsibility of a seller, provided that each party shall pay its own attorneys’ fees. At closing, Landlord shall assign to Tenant all rights of Landlord in and to any and all condemnation proceeds due (or paid to) Landlord as a result of such taking. (iii) If Buyer timely exercises its Option to purchase the Property or the Sellers’ interest in the Company, as further consideration for this Option and the purchase of the Property or the Sellers’ interest in the Company, as applicable, the Lease shall nevertheless continue in full force and effect as a contractual obligation between the Company, as landlord, and Buyer, as tenant, and Buyer shall continue to pay all rent and other monetary obligations due under the Lease and otherwise perform and comply with all obligations of Buyer under the Lease from and after the date of exercise of this Option through the date of closing hereunder.

TENANT'S OPTION TO PURCHASE. If Landlord exercises its right to terminate So long as no Event of Default has occurred and is continuing under the terms of this Lease under Section 13.1and the Secondary Leases, at the expiration of this Lease, Tenant shall have the option, to be exercised by written notice to Landlord at least sixty (60) days prior to the expiration of this Lease, to purchase Landlord's interest in the Leased Property at a purchase price equal to the greater of (i) the Fair Market Value of the Leased Property, or (ii) purchase price paid by Landlord to Tenant pursuant to the Purchase Agreement, plus Landlord's interest in any Capital Additions funded by the Landlord, as increased by an amount equal to the greater of (A) two and one-half percent (2.5%) per annum from the date hereof, or (B) the rate of increase in the Consumer Price Index on each Adjustment Date. Notwithstanding anything contained herein to the contrary, in no event shall the purchase price be less than the Fair Market Value of the Leased Property. Unless expressly otherwise provided in this Section 17.1, in the event Tenant exercises such option to purchase the Premises from Landlord or all of the Members’ interests in Landlord by giving Landlord written notice of exercise within fifteen (15) days after receipt of Landlord’s notice of termination. Upon exercise of this Option, with respect to purchasing the Premises, the Tenant shall be obligated to purchase from the Landlord and the Landlord shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Landlord’s right, title and 's interest in the Premises for the price and upon the term set forth herein. Upon exercise of this OptionLeased Property, with respect to purchasing the Members’ interests in the Landlord, the Tenant shall be obligated to purchase from the Members and the Members shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Members’ right, title and interest in the Landlord for the price and upon the term set forth herein. Tenant’s right to exercise this option hereunder shall be contingent upon Tenant not being in default (excluding any “change in control” default under Section 16.1(e)), beyond any applicable grace period, under this Lease either at the time of exercise of this option or at the time of closing. (i) The Purchase Price for the Landlord’s interest in the Premises or the Members’ interests in the Landlord shall be determined in the same manner as provided terms set forth in Section 12.2 (i)17.2 shall apply, hereof. and (ii) The entire the sale/purchase price must be closed within ninety (subject to credit for the amount of any debt of Landlord assumed by Tenant90) shall be paid in full, by certified or cashier’s check made payable to the Landlord or Members, as applicable, or by wire transfer of funds to a bank account designated by the Landlord or Members, as applicable, at closing. It is intended that the Purchase Price paid to the Landlord hereunder, be net of any and all conveyance fees and transaction costs other than the Landlord’s attorneys’ fees. Therefore, in addition to the Purchase Price, Tenant shall pay all costs of assuming the Project Financing (or all costs and prepayment charges, if any, if Tenant does not assume the Project Financing and pays off the Project Financing) and all other fees and expenses conveying fee title to the Premises, or conveyance of all of the Members’ interests in the Landlord, including, but not limited to, state and local transfer fees, recording costs and title insurance premiums otherwise typically the responsibility of a seller, provided that each party shall pay its own attorneys’ fees. At closing, Landlord shall assign to Tenant all rights of Landlord in and to any and all condemnation proceeds due (or paid to) Landlord as a result of such taking. (iii) If Buyer timely exercises its Option to purchase the Property or the Sellers’ interest in the Company, as further consideration for this Option and the purchase of the Property or the Sellers’ interest in the Company, as applicable, the Lease shall nevertheless continue in full force and effect as a contractual obligation between the Company, as landlord, and Buyer, as tenant, and Buyer shall continue to pay all rent and other monetary obligations due under the Lease and otherwise perform and comply with all obligations of Buyer under the Lease from and days after the date of the written notice from Tenant to Landlord of Tenant's intent to purchase. If Tenant does not exercise Tenant's option to purchase as specified herein, Landlord shall be free after the expiration of this Option through said sixty (60) day period to sell Landlord's interest in the date of closing hereunderLeased Property to any party on any terms as it deems acceptable in its sole discretion.

TENANT'S OPTION TO PURCHASE. If Landlord exercises its right to terminate this Lease under Section 13.1, (A) Tenant shall have the an option to purchase the Premises from leased premises at the applicable option price set forth below, which option shall be exercisable by written notice given to Landlord in the manner provided in paragraph 12 at any time on or prior to December 31, 1992. Such notice shall be given not later than six (6) months prior to the proposed date of purchase of the leased premises. The option price shall be: M $2,800,000 if Tenant exercises said option on or before December 31, 1990; Hi) $3,000,000 if Tenant exercises said option between January 1, 1991 and December 31, 1991, and Hii) $3,200,000 if Tenant exercises said option between January 1, 1992 and December 31, 1992; payable in each case all in current funds at the closing of such purchase (the "Closing"). (B) Prior to the execution of this Lease, Landlord has provided Tenant with a Commitment for Title Insurance (the "Commitment'), issued by Connecticut Attorneys Title Insurance Company (the "Title Insurance Company") respecting the leased premises, which Tenant acknowledges to be in all respects satisfactory to Tenant. If Landlord conveys the leased premises to Tenant at the Closing by Connecticut form of warranty deed showing the leased premises to be subject only to the encumbrances described in the Schedule A annexed hereto as 'Permitted Encumbrances" and provides Tenant, at Tenant's cost, with a Policy of Title Insurance (issued by the Title Insurance Company) insuring title to the leased premises in compliance with said Commitment (subject only to the Permitted Encumbrances), then Landlord shall have fulfilled all of the Members’ interests in Landlord by giving Landlord written notice of exercise within fifteen (15) days after receipt of Landlord’s notice of termination. Upon exercise of this Option, 's obligations hereunder with respect to purchasing such conveyance. If Landlord shall H) not be able to convey the Premisesleased premises to Tenant at the Closing by such deed showing the leased premises to be subject only to the Permitted Encumbrances or Hi) not be able to provide Tenant, at Tenant's cost, with such Policy of Title Insurance, Tenant may waive the foregoing non-compliance and all related warranties and representations and consummate the Closing hereunder notwithstanding such non-compliance. If Landlord shall fail to consummate the Closing when obligated to do so hereunder, then, notwithstanding the provision of Paragraph 18 above, Tenant shall be obligated entitled to purchase from specific performance of conveyance hereunder, but not to any action for personal liability against Landlord. Landlord shall pay for the Landlord cost of Landlord's title search and the Landlord shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Landlord’s right, title and interest in the Premises for the price and upon the term set forth herein. Upon exercise of this Option, with respect to purchasing the Members’ interests in the Landlord, the Tenant shall be obligated to purchase from the Members and the Members shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Members’ right, title and interest in the Landlord for the price and upon the term set forth herein. Tenant’s right to exercise this option hereunder shall be contingent upon Tenant not being in default (excluding any “change in control” default under Section 16.1(e)), beyond any applicable grace period, under this Lease either at the time of exercise of this option or at the time of closing. (i) The Purchase Price for the Landlord’s interest in the Premises or the Members’ interests in the Landlord shall be determined in the same manner as provided in Section 12.2 (i), hereof. (ii) The entire purchase price (subject to credit for the amount of any debt of Landlord assumed by Tenant) shall be paid in full, by certified or cashier’s check made payable to the Landlord or Members, as applicable, or by wire transfer of funds to a bank account designated by the Landlord or Members, as applicable, at closing. It is intended that the Purchase Price paid to the Landlord hereunder, be net of any and all conveyance fees and transaction costs other than the Landlord’s attorneys’ fees. Therefore, in addition to the Purchase Price, Tenant shall pay all costs of assuming the Project Financing (or all costs and prepayment chargescost, if any, of said Commitment and Tenant shall pay for said Policy of Title Insurance. (C) On or before six months (but not before six months, unless Tenant shall so consent) after receipt of Tenant's notice that it has elected to purchase the leased premises, Landlord shall convey the leased premises to Tenant by Connecticut form of warranty deed bearing sufficient federal, state or local documentary stamps and with payment by Landlord of any other tax or imposition charged by any jurisdictional authority upon the transfer of real property and as provided in Paragraph 20(B). During the term of this Lease, Landlord covenants and agrees that no mortgage will be placed upon the leased premises unless (a) same is with a bank or insurance company, (b)such mortgage provides that same is prepayable at any time, (c)the holder of such mortgage executes a non-disturbance agreement in substantially the form provided for in Paragraph 13 of this Lease, and W the aggregate principal indebtedness under any such mortgage or mortgages, taken together with all other mortgages, liens and encumbrances upon the leased premises, will not exceed the minimum option price set forth in Paragraph 20(A) above. The foregoing covenant and agreement in this Paragraph 20(C) and the agreement of Landlord not to encumber the leased premises in any other way that will frustrate Tenant's consummation of the Closing following Tenant's exercise of its option to purchase, shall be a personal liability and obligation of Landlord notwithstanding the limitation upon such liability set forth above in Paragraph 18. Landlord agrees that, at the Closing, Tenant may apply its payment of the option price to the discharge of the indebtedness secured by such mortgages, liens and other encumbrances. (D) Tenant shall have sixty (60) days, after receipt by Landlord of Tenant's notice that it has elected to purchase the leased premises, to engage Xxxxxxx Environmental Consultants, Inc. ("Xxxxxxx") or another reputable environmental consultant reasonably satisfactory to Landlord (such consultant so engaged being hereinafter referred as the 'Tenant's Engineer") to perform certain environmental studies of the leased premises of such scope and degree as are satisfactory to Tenant and to report the results thereof to Tenant (the "Environmental Report").Tenant shall deliver a copy of the Environmental Report to Landlord within ten (10) days of Tenant's receipt thereof.If Tenant is not satisfied, in its sole discretion, with the condition of the leased premises as shown in the Environmental Report, Tenant may, by sending Notice to Landlord, received by Landlord within thirty (30) days after the Environmental Report is received by both parties, rescind the option to purchase. In addition, if Tenant does has not assume elected to rescind such option to purchase, Landlord shall have the Project Financing right, by sending notice to Tenant within 30 days after the Environmental Report is. received by both parties, to cancel Tenant's exercise of such purchase option if the Environmental Report shall indicate the presence of environmental contamination, the cost of investigation and pays off remediation of which may reasonably exceed $250,000 in additional costs not theretofore spent by Landlord, provided, however, that Landlord shall not have such right if Tenant shall agree to pay the Project Financingexcess of such costs above $250,000. If Tenant shall not rescind this option to purchase as aforesaid, it shall be irrefutably presumed that Tenant and Park Electrochemical Corp. are satisfied with the condition of the leased premises from an environmental standpoint and therefore, except as to those liabilities and obligations allocated to Xxxxxxxxxxx Industries, Inc. ("EI") pursuant to Paragraphs 25(A) and 25(B) hereof, Tenant and Park Electrochemical Corp. shall, upon the Closing and without any further action by either of them: M assume, jointly and severally, effective as of the Closing, all other fees liability and expenses conveying fee title obligations relating to the Premisesfollowing (the 'Environmental Conditions"): Any Spill, Release, Hazardous Waste (as defined in Conn. Gen. Stat. Sec 22a-115), Hazardous Substance (as defined in 42 U.S. Code Sec. 9601 et seq.) and/or environmental contamination of any sort at or conveyance emanating from the leased premises; and the presence of all any underground storage tanks (or the contents thereof) on the leased premises; and (ii) agree, effective as of the Members’ interests in the LandlordClosing, to indemnify, jointly and severally, Landlord against and hold Landlord harmless of and from all loss, costs, claims, damages, charges, fines, liens, liability and expense (including, but not limited to, state consultant's fees and local transfer attorneys' fees, recording costs and title insurance premiums otherwise typically the responsibility of a seller, provided that each party shall pay its own attorneys’ fees. At closing, Landlord shall assign to Tenant all rights of Landlord ) arising from or in and to connection with any and all condemnation proceeds due (or paid to) Landlord as a result of such taking. (iii) If Buyer timely exercises its Option to purchase the Property or the Sellers’ interest in the Company, as further consideration for this Option and the purchase of the Property or the Sellers’ interest in the Company, as applicable, the Lease shall nevertheless continue in full force and effect as a contractual obligation between the Company, as landlord, and Buyer, as tenant, and Buyer shall continue to pay all rent and other monetary obligations due under the Lease and otherwise perform and comply with all obligations of Buyer under the Lease from and after the date of exercise of this Option through the date of closing hereunderEnvironmental Conditions.

TENANT'S OPTION TO PURCHASE. If 9.1. The Landlord exercises its right hereby grants to terminate this Lease under Section 13.1, the Tenant shall have an option (the option “Option”) to purchase the Premises from Landlord or all, but not less than all of the Members’ interests Lands and the Buildings to be exercised during the Term, at a date after March 1, 2017, but which Option may not be exercised by the Tenant during any renewal or extended term of the Lease. The date of closing of such purchase shall be at a time selected by the Tenant, but in Landlord by giving Landlord any event no later than sixty (60) days after the exercise of the Option (herein called the “Purchase Date”). For greater certainty, should the written notice of exercise within fifteen (15) days after receipt of Landlord’s notice of termination. Upon Tenant exercise of this Optionthe Option not be received by the Landlord by midnight on September 30, with respect to purchasing the Premises2020, the Option shall be null and void and of no further force and effect. The Option may only be exercised if the Tenant is in physical possession of the whole of both 22 and 00 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx. The Option is not assignable and is personal to the Tenant. The purchase price for the Lands and the Buildings (the “Purchase Price”) hereunder shall be established in accordance with Section 9.2, subject to the adjustments set out below, all upon and subject to the following terms and conditions: The (a) Tenant shall be obligated to purchase from the Landlord and the Landlord shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Landlord’s right, title and interest in the Premises for the price and upon the term set forth herein. Upon exercise of this Option, with respect to purchasing the Members’ interests in the Landlord, the Tenant shall be obligated to purchase from the Members and the Members shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Members’ right, title and interest in the Landlord for the price and upon the term set forth herein. Tenant’s right entitled to exercise this option hereunder shall be contingent upon Tenant not being in default (excluding any “change in control” default under Section 16.1(e))the Option only during the time limited as aforesaid and only if, beyond any applicable grace period, under this Lease either at the time of exercise of this option the Option, it shall have paid all rent then due and payable hereunder and if there shall exist no event of default under Section 8.2; (b) Tenant shall provide a deposit (the “Deposit”) of CAD$250,000., payable to the Landlord’s legal counsel in trust, to be held as xxxxxxx money for the completion of the transaction, and which Deposit shall be credited to the Purchase Price on Closing; (c) exercise of the Option shall be made by the Tenant delivering written notice to the Landlord of its intention to exercise the Option within the time periods set out herein; (d) transaction of purchase and sale of the Lands and the Building shall be completed on the Purchase Date; and (e) Tenant shall have 30 days from the date of exercise of the Option to search title to the Lands and the Building at its own expense. If within that time the Tenant makes any valid objection to the title to the Lands and the Building to the Landlord in writing which the Landlord is unable or unwilling to remove and which the Tenant will not waive, the Landlord may terminate the agreement of sale arising upon exercise of the Option and neither party will be liable to the other for any costs or damages. Should no valid objection to the title of the Landlord to the Lands and the Building be made within such 30-day period, the Landlord’s title shall be deemed to have been accepted. The Tenant shall accept title to the Lands subject to the permitted encumbrances (the “Permitted Encumbrances”) set out in Schedule “B” annexed hereto at the time of closing.Closing, all of which Permitted Encumbrances shall have been complied with or in good standing at the time of Closing. On the Purchase Date: (i) the Landlord shall deliver to the Tenant a Transfer of the Lands (which shall be in the form sufficient to convey or transfer ownership of the Buildings also), free and clear of all liens, charges and encumbrances other than this lease (but subject to an undertaking to deliver a discharge of any mortgage held by a mortgagee which is a bank or other recognized financial institution) and subject to the Permitted Encumbrances; (ii) the Tenant shall deliver to the Landlord a certified cheque or wire transfer drawn on a Canadian chartered bank payable to or to the order of the Landlord for the Purchase Price, subject to adjustment, as of the Purchase Date, for rent, whether prepaid, owing or accrued; and (iii) all other usual and customary conveyance documents as either party may reasonably require. The Option, when exercised, shall constitute a binding contract of purchase and sale upon and subject to the terms and conditions set out in this Article and time shall in all respects be of the essence thereof. The Buildings shall be and remain at the risk of the Tenant until the Purchase Price for Date and in the event of partial or complete destruction of the Building after the exercise of the Options, the Tenant shall complete the purchase and the Landlord shall release to the Tenant on the Purchase Date all of the Landlord’s interest in the Premises insurance policies under which the Buildings are insured, and proceeds thereof. The transfer will be prepared at the expense of the Landlord, and the Tenant will bear costs of registration and taxes payable thereon. Any tender of documents or money on the Members’ interests in Purchase Date may be made upon the Landlord shall be determined in or its solicitors or upon the same manner Tenant or its solicitors, as provided in Section 12.2 (i)the case may be, hereof. (ii) The entire purchase price (subject to credit for and the amount of Purchase Price and any debt of Landlord assumed by Tenant) other money payable shall be paid in full, by certified cheques drawn on or cashierbanker’s check made payable to the Landlord or Members, as applicable, or by wire transfer draft of funds to a bank account designated by the Landlord or Members, as applicableCanadian chartered bank, at closingpar Toronto. It is intended that The Option shall be effective only if the Purchase Price paid to the Landlord hereunder, be net of any and all conveyance fees and transaction costs other than the Landlord’s attorneys’ fees. Therefore, in addition to the Purchase Price, Tenant shall pay all costs of assuming the Project Financing (or all costs and prepayment charges, if any, if Tenant does not assume the Project Financing and pays off the Project Financing) and all other fees and expenses conveying fee title to the Premises, or conveyance of all provisions of the Members’ interests in the LandlordPlanning Act (Ontario) are complied with. The Landlord will, includingat its cost and expense, but not limited to, state make and local transfer fees, recording costs and title insurance premiums otherwise typically the responsibility of a seller, provided that each party shall pay its own attorneys’ fees. At closing, Landlord shall assign diligently pursue such applications as may be necessary for consent to Tenant all rights of Landlord in and to any and all condemnation proceeds due (or paid to) Landlord as a result of such taking. (iii) If Buyer timely exercises its Option to purchase the Property or the Sellers’ interest in the Company, as further consideration for this Option and the purchase severance of the Property or the Sellers’ interest in the Company, as applicable, the Lease shall nevertheless continue in full force and effect as a contractual obligation between the Company, as landlord, and Buyer, as tenant, and Buyer shall continue to pay all rent and other monetary obligations due under the Lease and otherwise perform and comply with all obligations of Buyer under the Lease Lands from and any abutting land owned by it forthwith after the date of exercise of this Option through the date of closing hereunderOption.

TENANT'S OPTION TO PURCHASE. If Landlord exercises its right to terminate this Lease under Section 13.1(a) Landlord, Tenant shall have the option to purchase the Premises from Landlord or all in consideration of the Members’ interests in Landlord rent to be paid and the covenants and agreements set forth herein to be kept and performed by giving Landlord written notice of exercise within fifteen (15) days after Tenant, and for other good and valuable consideration, the receipt of Landlord’s notice of termination. Upon exercise of this which is hereby acknowledged, does hereby grant to Tenant the exclusive right and option (the “Option, with respect to purchasing the Premises, the Tenant shall be obligated ”) to purchase from the Landlord and the Landlord shall be obligated to convey Landlord, subject to the Tenantterms and conditions set forth herein, and/or all or any portion of the Leased Premises on a Site-by-Site basis. (b) Tenant may exercise the Option multiple times as to one or more designee Sites in each instance, at any time during the Term (provided, Tenant may not exercise options for more than a number of Tenant, all Sites equal to 30 less (y) the positive difference between 110 and (z) the actual number of the Landlord’s right, title and interest in the Premises for the price and upon the term set forth herein. Upon exercise of this Option, with respect Sites subject to purchasing the Members’ interests in the Landlord, the Tenant shall be obligated to purchase from the Members and the Members shall be obligated to convey to the Tenant, and/or one or more designee of Tenant, all of the Members’ right, title and interest in the Landlord for the price and upon the term set forth herein. Tenant’s right to exercise this option hereunder shall be contingent upon Tenant not being in default (excluding any “change in control” default under Section 16.1(e)), beyond any applicable grace period, under this Lease either at the time of the Outside Final Closing Deadline (as defined in that certain Purchase and Sale Agreement, between Chesapeake Land Development Company, L.L.C. and Apple Nine Ventures, Inc., dated January 21, 2009); in any event no more than ten (10) Producing Sites [as defined below] may be repurchased pursuant to this Section 25). Tenant shall not have the right to exercise the Option during any period where an event of this option default pursuant to Sections 18(a)(i) or at 18(a)(iii) has occurred and is continuing. In order to exercise the time of closing. (i) The Purchase Price for the Landlord’s interest in the Premises or the Members’ interests in the Landlord shall be determined in the same manner as provided in Section 12.2 (i), hereof. (ii) The entire purchase price (subject to credit for the amount of any debt of Landlord assumed by Tenant) shall be paid in full, by certified or cashier’s check made payable to the Landlord or Members, as applicable, or by wire transfer of funds to a bank account designated by the Landlord or Members, as applicable, at closing. It is intended that the Purchase Price paid to the Landlord hereunder, be net of any and all conveyance fees and transaction costs other than the Landlord’s attorneys’ fees. Therefore, in addition to the Purchase PriceOption, Tenant shall pay all costs give written notice (the “Option Notice”) of assuming such election to Landlord, which shall include a description of the Project Financing (or all costs and prepayment chargesSite(s) to be purchased by Tenant, and, if anythe option is being exercised pursuant to a Notice of Intent to Terminate, if Tenant does not assume such election must include the Project Financing and pays off the Project Financing) and all other fees and expenses conveying fee title to the Premises, or conveyance concurrent delivery of all monetary sums then owed to Landlord comprising any such prior default. On the first to occur of the Members’ interests date that is designated in the Landlord, including, but not limited to, state and local transfer fees, recording costs and title insurance premiums otherwise typically Option Notice or the responsibility date that is sixty (60) days after the delivery of a seller, provided that each party shall pay its own attorneys’ fees. At closingthe Option Notice to Landlord (the “Closing Date”), Landlord shall assign sell and convey to Tenant, and Tenant all rights of Landlord in shall purchase and to any and all condemnation proceeds due (or paid to) Landlord as a result of such taking. (iii) If Buyer timely exercises its Option to purchase the Property or the Sellers’ interest in the Company, as further consideration for this Option and the purchase of the Property or the Sellers’ interest in the Company, as applicableaccept from Landlord, the Lease shall nevertheless continue Site(s) described in full force such Option Notice, subject to the terms and effect conditions set forth herein (the “Closing”) As used herein, a “Producing Site” is a Site upon which a natural gas well exists that is producing natural gas in paying quantities or upon which shut-in payments are being paid as a contractual obligation between the Company, as landlord, and Buyer, as tenant, and Buyer shall continue to pay all rent and other monetary obligations due under the Lease and otherwise perform and comply with all obligations of Buyer under the Lease from and after the date of exercise of this the Option through the date of closing hereunderNotice.