Common use of Purchase Option Clause in Contracts

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

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

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

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

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

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

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

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

Purchase Option. THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of ____________________ (a) The Class B Member “Holder”), as registered owner of this Purchase Option, to Crossfire Capital Corporation (or any Affiliate of a Class B Member designated by it) shall have the right“Company”), Holder is entitled, at any time within one hundred eighty or from time to time upon the later of the consummation of a Business Combination or _________, 2007 (180) days after the Flip “Commencement Date”), and at or before 5:00 p.m., Eastern Time, ____________, 2011 (“Expiration Date”), but not thereafter, to acquire all subscribe for, purchase and receive, in whole or in part, up to Five Hundred Thousand (but not less than all500,000) units (“Units”) of the Class A Membership Interests Company, each Unit consisting of one share of common stock of the Company, par value $.0001 per share (the “Purchase OptionCommon Stock”), upon giving and two warrants (“Warrant(s)”) expiring five years from the Class A Member thirty effective date (30“Effective Date”) calendar days’ prior written notice of an election the Company’s registration statement on Form S-1 (“Registration Statement”) pursuant to exercise which Units are offered for sale to the public (“Offering”). Each Warrant is the same as the warrant included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”) except that the Warrants included in the Purchase Option have an exercise price of $6.25 per share (125% of the “Exercise Notice”exercise price of the Public Warrants), subject to adjustment as provided in Section 6 hereof. Any Exercise NoticeIf the Expiration Date is a day on which banking institutions are authorized by law to close, if given, then this Purchase Option may be revoked by exercised on the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice next succeeding day which is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with not such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal day in accordance with the Appraisal Methodterms herein. During the period ending on the Expiration Date, which shall be final and binding on all Members), and (ii) $***. (c) If the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is initially exercisable at $7.50 per Unit (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing 125% of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer price of the Class A Membership Interests contemplated by this Section 9.4. Upon Units sold in the closing of such Transfer, (1Offering) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transferso purchased; provided, however, that upon the obligation occurrence of any of the Class B Member events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and shares of Common Stock and Warrants) to pay be received upon such expenses pursuant to this sentence exercise, shall not exceed $***. (e) be adjusted as therein specified. The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.term “

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

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

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice Each Shareholder hereby grants to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member other Shareholders (or, if they are unable so designate, the Corporation) an irrevocable option (the "Purchase Option"), exercisable if it becomes a Triggered Shareholder, to agree upon a single appraiser within fifteen purchase all the Shares held by it (15the "Triggered Shares") days, by appraisal in accordance with the Appraisal Methodfollowing procedure: (a) the Purchase Option will be exercisable by the other Shareholders at any time within 20 Business Days following receipt of the Trigger Notice (the "Exercise Period"); (b) other Shareholders or the Corporation, which shall as the case may be final and binding on all Members(in each case, the "Purchaser") may exercise the Purchase Option by sending a notice in writing (the "Exercise Notice") to the Triggered Shareholder or its estate trustee, administrator, or other legal or personal representative (in each case, the "Vendor"), and (ii) $***.; (c) If if there is more than one other Shareholder exercising the Purchase Option is exercisedOption, they each may purchase their proportion of the closing Triggered Shares (based on their relative shareholdings) and a Purchaser may purchase more than its proportion of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after Triggered Shares if any of the applicable Exercise Notice is given other Purchasers do not desire to purchase their full proportion, or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions any, of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.Triggered Shares; (d) If if no Exercise Notice is provided to the Triggered Shareholder within the Exercise Period, the Purchase Option is exercised, at the closing of the Transfer, expires. Thereafter, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars Triggered Shareholder remains subject to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and this Agreement; (ii) the Class A Member if another Triggering Event occurs, another Purchase Option shall take the following actions: (A) the Class A Member shall Transfer be provided to the Class B Memberother Shareholders as provided above; and (iii) if any Triggered Shareholder has outstanding any Shareholder Debt at the time a Trigger Notice is delivered, all rightthe Purchase Option will include an obligation to purchase that Shareholder Debt for cash, title and interest in and any purchase for cancellation by the Corporation of Triggered Shares must be accompanied by a repayment of any Shareholder Debt outstanding to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Triggered Shareholder. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member (Upon the Grantee’s Termination Date, the Company, or any Affiliate of a Class B Member designated by it) its assignee, shall have the right, at any time within one hundred eighty (180) days after but not the Flip Dateobligation, to acquire purchase from Grantee, or Grantee’s personal representative, as the case may be, any or all (but not less than all) of the Class A Membership Interests shares of Stock which have been purchased by Grantee pursuant to exercise of the Option, on the terms set forth herein (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for Company may exercise its Purchase Option by delivering, personally or by registered mail, to Grantee (or his or her transferee or personal representative, as the Transfer of case may be), within ninety (90) days following ▇▇▇▇▇▇▇’s Termination Date, or if later, ninety (90) days after the Class A Membership Interests date Grantee exercises such Option, a notice in writing indicating the Company’s intention to the Class B Member pursuant to exercise the Purchase Option during and setting forth a date for closing not later than thirty (30) days from the period referred to in Section 9.4(a) (mailing of such amountnotice, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon at a single appraiser within fifteen (15) days, by appraisal purchase price determined in accordance with the Appraisal Method, which shall be final and binding on all Members), and (iisubparagraph 5(b)(i) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date below, as may applicable: (i) If ▇▇▇▇▇▇▇’s Termination Date is due to any circumstances not described in Section 5(b)(ii), the purchase price to be required paid by the Company for shares of Stock to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted be purchased by the Company pursuant to a request for Confidential Treatment and filed separately with this Section 5(b) shall be the CommissionFair Market Value of such shares as of Grantee’s Termination Date. (dii) If the Purchase Option Grantee’s Termination Date is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice due to the Class B Member no later than five (5) Business Days prior termination of Grantee’s employment by the Company or an Affiliate for Cause, the purchase price to be paid by the closing date Company for the Transfer shares of Stock pursuant to this Section 5(b) shall be the Purchase Option), and (ii) the Class A Member shall take the following actionslesser of: (A) the Class A Member shall Transfer to the Class B Member, all right, title Fair Market Value of such shares on Grantee’s Termination Date and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made original Exercise Price stated on the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer first page of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Option Agreement. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

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

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

Purchase Option. The Company hereby agrees to issue and sell to the Representative (aand/or its designees) The Class B Member on the Effective Date an option (or any Affiliate “Representative’s Purchase Option”) for the purchase of an aggregate of 80,000 units (“Representative’s Units”) for an aggregate purchase price of $100. Each Representative Unit shall consist of one Ordinary Share and one warrant (a Class B Member designated by it) “Representative’s Warrant”). Each Representative’s Warrant shall have entitle its holder to purchase one Ordinary Share for $11.00 during the right, at any time within one hundred eighty (180) period commencing on the later of thirty days after the Flip consummation of a Business Transaction or one year from the Effective Date and ending on the later of the five anniversary of the Effective Date or, if earlier redeemed by the Company, the Redemption Date. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of a Business Transaction or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to acquire all one hundred and twenty five percent (but not less than all125%) of the Class A Membership Interests (Offering Price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying Shares during the first 180 days after the Effective Date and by its acceptance of the Representative’s Units agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option”), upon giving or any potion thereof, or be the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs subject of any appraisal referred hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the Effective Date to in Section 9.4(banyone other than (i) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member an Underwriter or a selected dealer in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amountOffering, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents a bona fide officer or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing partner of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer Representative or of immediately available United States dollars to any such United States bank accounts as the Class A Member may designate in a written notice Underwriter or selected dealer; and only if any such transferee agrees to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights lock-up restrictions set forth in this Section 9.4 to any of its Affiliates1.4.1 in writing.

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

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

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

Purchase Option. (a) The Class B Member (or any Affiliate Upon the occurrence and during the continuation of a Class B Member designated by itTriggering Event, then, in any such case, any one or more of the Senior Lien Claimholders (acting in their individual capacity or through one or more affiliates) shall have the right, at any time within one hundred eighty but not the obligation (180each Senior Lien Claimholder having a ratable right to make the purchase, with each Senior Lien Claimholder’s right to purchase being automatically proportionately increased by the amount not purchased by another Senior Lien Claimholder), upon 5 Business Days advance written notice from such Senior Lien Claimholder (a “Purchase Notice”) days after to the Flip DateABL Agent, for the benefit of the ABL Claimholders, to acquire from ABL Claimholders all (but not less than all) of the Class A Membership Interests (right, title, and interest of ABL Claimholders in and to the “ABL Obligations and the ABL Loan Documents. The Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may shall be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related theretoirrevocable. (b) The consideration for If the Transfer Senior Lien Claimholders do not exercise the purchase option set forth in the preceding clause (a), such purchase option may be exercised by the First Lien Claimholders, provided that the First Lien Claimholders may only acquire from the ABL Claimholders all (but not less than all) of the Class A Membership Interests right, title, and interest of ABL Claimholders in and to the Class B Member pursuant ABL Obligations and the ABL Loan Documents if such First Lien Claimholders concurrently therewith acquire from the Senior Lien Claimholders all (but not less than all) of the right, title, and interest of Senior Lien Claimholders in and to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member Senior Lien Obligations and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***Senior Lien Loan Documents. (c) If On the date specified by applicable Agent in the Purchase Option is exercisedNotice (which shall not be more than 5 Business Days after the receipt by the ABL Agent of the Purchase Notice), ABL Claimholders shall sell to the Purchasing Claimholders and the Purchasing Claimholders shall purchase from ABL Claimholders, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the CommissionABL Obligations. (d) If On the Purchase Option date of such purchase and sale, the Purchasing Claimholders shall (i) pay to ABL Agent, for the benefit of ABL Claimholders, as the purchase price therefor, the full amount of all the ABL Obligations (other than ABL Obligations cash collateralized in accordance with clause (c)(ii) below) then outstanding and unpaid, (ii) furnish cash collateral to ABL Agent in such amounts as ABL Agent determines is exercised, at the closing reasonably necessary to secure ABL Agent and ABL Claimholders in connection with (A) any issued and outstanding Letters of Credit (but not in any event in an amount greater than that 105% of the Transferaggregate undrawn face amount of such Letters of Credit) and (B) Hedge Liabilities under Lender-Provided Interest Rate ▇▇▇▇▇▇ (in an amount not to exceed the limitation set forth with respect thereto in the definition of ABL Cap), and (iii) agree to reimburse ABL Agent and ABL Claimholders for all expenses to the extent earned or due and payable in accordance with the ABL Loan Documents (including the reimbursement of extraordinary expenses, financial examination expenses, and appraisal fees). (e) Such purchase shall be expressly made without representation or warranty of any kind by ABL Agent and ABL Claimholders as to the ABL Obligations so purchased or otherwise and without recourse to ABL Agent or any ABL Claimholder, except that each ABL Claimholder shall represent and warrant: (i) that the amount quoted by such ABL Claimholder as its portion of the purchase price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (ii) it owns, or has the right to transfer to the Purchasing Claimholders, the rights being transferred, and (iii) such transfer will be free and clear of Liens. (f) In the event that any one or more of the Purchasing Claimholders exercises and consummates the purchase option set forth in this Section 5.6, (i) ABL Agent shall have the Class B Member shall pay right, but not the consideration described in Section 9.4(b) (by wire transfer of obligation, to immediately available United States dollars to such United States bank accounts as resign under the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option)ABL Credit Agreement, and (ii) the Class A Member Purchasing Claimholders shall take have the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title but not the obligation, to require ABL Agent to immediately resign under the ABL Credit Agreement. (g) For the avoidance of doubt, a purchase or sale of any right, title, and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member Obligations in accordance with this Section 5.6 shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member satisfy any and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, requirements (1including consent) all of such Class A Member’s obligations pertaining to commitment and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member loan assignments contained in connection with the Transferany Credit Agreement, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation Section 16.3 of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***ABL Credit Agreement. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member Each Seller hereby grants to Buyer the option to purchase each Property of such Seller (or any Affiliate of a Class B Member designated by itother than the Summit Complex, as defined in and as to which an option may hereafter arise pursuant to, subparagraph (b) shall have below) set forth on Schedule 1 opposite such Seller's name (such option, together with such option as may hereafter arise with respect to the right, at any time within one hundred eighty (180) days after Summit Complex is herein called the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests (the “"Purchase Option”"). Except for the interest of Seller in the Summit Complex, upon giving the Class A Member thirty (30) calendar days’ prior price for each Property shall be the lesser of such Seller's "Net Cash 327 Investment" in such Property or the "Fair Market Value" of such Property, all as determined according to the Option Terms and Conditions set forth in Exhibit "A". The Purchase Option may be exercised only by written notice of exercise (an election "Exercise Notice") sent to exercise a Seller not later than ten (10) years from the Purchase Option date of this Agreement (the “Exercise Notice”"Option Term"). Any Exercise NoticeIf Buyer shall timely exercise such option, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if then the Exercise Notice is so revokedshall constitute an agreement of sale for the Property in question on the terms and conditions of Exhibit "A" hereto, except to the Class B Member shall reimburse the Class A Member for all extent such terms and conditions are altered by agreement of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related theretoparties. (b) The consideration for If at any time during the Transfer Option Term any of the Class A Membership Ramco Principals and any Affiliate of the Ramco Principals together directly or indirectly own in the aggregate a twenty-five percent (25%) or greater interest, direct or indirect, in the shopping centers commonly known as Summit Place Complex located in Waterford Township, Michigan, ("Summit Complex"), Buyer shall have an automatic option to purchase all of the interests directly or indirectly owned by the Ramco Principals and any Affiliate of the Ramco Principals in the Summit Complex (such interests directly or indirectly owned by the Ramco Principals and any Affiliate of the Ramco Principals are herein collectively called the "Summit Interests"). The Ramco Principals covenant and agree that Buyer shall receive written notice promptly after the Ramco Principals or their Affiliates individually or collectively own in the aggregate, directly or indirectly, a twenty-five percent (25%) or greater interest, direct or indirect, in the Summit Complex. The term "Affiliate of the Ramco Principals" shall mean the spouse, sibling, parent or child of any Ramco Principal, the spouse of any sibling, parent or child of any Ramco Principal, any entity controlled by the Ramco Principals or any of them and any employee of any such entity. The holders of all of the Summit Interests shall grant to Buyer the option to purchase the Summit Interests (the "Summit Purchase Option"), subject to the Class B Member pursuant receipt of any necessary consents required under the Summit Partnership's partnership agreement which the Ramco Principals covenant to use commercially reasonable efforts to obtain, but the Purchase Option during Ramco Principals shall not be required to pay money or other consideration to obtain such approvals except that the period referred to in Section 9.4(a) (Ramco Principals will pay normal fees and expenses of counsel and such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date normal overhead costs as may be required necessary. The purchase price for the Summit Interests shall be ninety percent (90%) of the "FMV" of the Summit Interests as determined according to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Lawsthe Option Terms and Conditions attached hereto as Exhibit "A". *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the The Summit Purchase Option is exercised, at may be exercised only by Buyer's written notice (the closing "Summit Exercise Notice") sent to the holders of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days Summit Interests prior to the closing date expiration of the Option Term. If Buyer shall timely exercise such option, then the Summit Exercise Notice shall constitute an agreement of sale for the Transfer pursuant Summit Interests on the terms and conditions of Exhibit "A" hereto, except to the Purchase Option), extent such terms and (ii) conditions are altered by the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer agreement of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***parties. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

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

Purchase Option. (a) The Upon (A) the occurrence and continuation of an Event of Default described in Article VIII (a), (i), (j) or (k) or (B) the Administrative Agent gives notice to the Class B Member Lenders of its intent to accelerate the Obligations following the occurrence of any Event of Default (or any Affiliate of a an “Option Event”) the Class B Member designated by it) Lenders shall have the right, at any time within one hundred eighty (180) days after the Flip Date, option to acquire purchase all (but not less than all) of the Class A Membership Interests (the “Purchase Option”)accrued and unpaid interest, upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Noticeprincipal, if givenfees, may be revoked by the Class B Member by written notice Unused Additional Interest and other Obligations due to the Class A Member at any time; provided that if Lenders pursuant to the Exercise Notice is so revokedterms of the Transaction Documents (the “Class A Lender Interests”) subject to the terms and conditions set forth in this Section 11.3 (the “Class B Lender Purchase Right”). Upon the occurrence and continuation of such Option Event, the Class B Member Administrative Agent shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses deliver written notice within five (5) Business Days (including the costs of any appraisal referred to in Section 9.4(bsupporting detail) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value Lenders of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(bA Lender Interests then outstanding and unpaid as of such date, (ii) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member Lender Interests expected to accrue through the Class B Lender Purchase Right Termination Date (as defined below) and (iii) the amount of all liabilities (without duplication) that the Borrower has incurred or is expected to incur in the nature of indemnification obligations of the Borrower hereunder which have resulted or could result in loss, cost, damage or expense (including attorneys’ fees and legal expenses) to the Class A Lenders (clauses (i), (ii) and (iii) collectively, the “Expected Class A Lender Interests”). The Class B Lender Purchase Right shall be exercisable by the Class B Lenders for a period of fifteen (15) Business Days (the “Class B Lender Purchase Right Termination Date”), commencing on the date on which the Administrative Agent provides notice to the Class B Lenders of the Expected Class A Lender Interests. Prior to the Class B Lender Purchase Right Termination Date, the Class B Lenders may designate exercise the Class B Lender Purchase Right upon written notice to the Administrative Agent and the Borrower (the “Class B Lender Purchase Option Notice”), which notice shall be irrevocable (unless the final Class A Lender Interest Purchase Amount (as defined below) is more than $100,000 higher than the Expected Class A Lender Interests, calculated pursuant to the preceding sentence, in which case such Class B Lender Purchase Option Notice may be revoked in the sole and absolute discretion of the Class B Lenders at any time prior to the Class B Lender Purchase Option Exercise Date). The Class B Lender Purchase Option Notice shall specify the date on which the Class B Lender Purchase Right is to be exercised by the Class B Lenders (such date, the “Class B Lender Purchase Option Exercise Date”), which shall be a Business Day not more than sixty (60) Business Days after receipt by the Administrative Agent of such Class B Lender Purchase Option Notice. No later than 1:00 p.m., New York City time, on the Business Day prior to the Class B Lender Purchase Option Exercise Date, the Administrative Agent shall deliver written notice to the Class B Member no later than five (5) Business Days prior to Lenders specifying the closing date for final amount of the Transfer Class A Lender Interests of which it is then aware, calculated pursuant to the definition above of “Expected Class A Lender Interests” (collectively, the “Class A Lender Interest Purchase OptionAmount”). On the Class B Lender Purchase Option Exercise Date, and (ii) the Class A Member Lenders shall take the following actions: (A) the Class A Member shall Transfer sell to the Class B MemberLenders, and the Class B Lenders shall purchase from the Class A Lenders, all of the Class A Lenders’ right, title and interest in and to the Class A Membership Lender Interests, and all proceeds of any and all of the foregoing. (b) On the Class B Lender Purchase Option Exercise Date, the Class B Lenders shall pay to the Class A Lenders as the purchase price therefor the Class A Lender Interest Purchase Amount. The Class A Lender Interest Purchase Amount shall be remitted by wire transfer in immediately available funds to such bank accounts of each Class A Lender as such Class A Lender shall have designated in writing (no later than one (1) Business Day prior to the Class B Lender Purchase Option Exercise Date) to the Class B Lenders for such purpose. If the amounts so paid by the Class B Lenders to the bank accounts designated by the Class A Lenders are received in such bank accounts after 3:00 p.m. (New York City time) on the Class B Lender Purchase Option Exercise Date, interest to and including the next Business Day over the Class A Lender Interest Purchase Amount shall be calculated at the same rate applicable to the Borrower hereunder with respect to the Class A Advances and immediately paid by the Class B Lenders to the Class A Lenders. If the full Class A Lender Interest Purchase Amount (together with any such interest) is not received by the Class A Lenders by 10:00 a.m. (New York City time) on the Business Day following the Class B Lender Purchase Option Exercise Date, the Class A Lender Interests shall not be deemed to have been sold to the Class B Lenders and any amounts remitted to the Class A Lenders shall be returned to the Class B Lenders (pursuant to instruction delivered by the Class B Lenders) no later than 3:00 p.m. (New York City time) on the Business Day following the Class B Lender Purchase Option Exercise Date, and the Class B Lender Purchase Right shall terminate automatically without notice or any action required on the part of any Person. (c) By the delivery of the Class B Lender Purchase Option Notice, the Class B Lenders hereby agree to indemnify and hold harmless the Administrative Agent and the Class A Lenders from and against any loss, liability, claim, damage or expense (including reasonable documented or invoiced out-of-pocket fees and expenses of legal counsel) arising out of any claim asserted by a third party as a direct result of any acts of any Class B Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, any such loss, liability, claim, damage or expense resulting from the gross negligence or willful misconduct of any Class A Lender seeking indemnification as determined by a court of competent jurisdiction by final and nonappealable judgment). (d) Any purchase pursuant to this Section 11.3 shall be made pursuant to an assignment and assumption agreement and be expressly made without representation or warranty of any kind by the Class A Lenders as to the Class A Lender Interests or otherwise without recourse to any Class A Lender, except that the Class A Lenders shall represent and warrant: (i) as to the amount of the Class A Lender Interests being purchased and that the Class A Lender Interest Purchase Amount is true, correct and accurate in all material respects, (ii) that such Class A Lender shall convey the Class A Lender Interests free and clear of any Liens or encumbrances of such Class A Lender or created or suffered by such Class A Lender, (iii) to its knowledge, as to all Liens other than Permitted Encumbrances; (B) claims made or threatened in writing against such Class A Lender related to the Class A Member Lender Interests and (iv) such Class A Lender is duly authorized and has taken all necessary corporate action to assign the Class A Lender Interests. Nothing in this Section 13.26 shall, or shall be deemed to have made to, release or terminate any indemnification obligations of the representations on Schedule 9 attached hereto to such Class B Member and Borrower which by their terms survive the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer payment of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations Notes and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Notes, and the termination of the Revolving Commitments. (e) The In connection with any such purchase pursuant to this Section 11.3, the Administrative Agent and Class A Lenders shall cooperate with the applicable Class B Member may transfer Lenders and execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions as requested by the applicable Class B Lenders in order to effect the assignment of Liens, Transaction Documents (including, without limitation, the Bank Partner Call Letters and any applicable account control agreement) and other rights of the Administrative Agent to the applicable Class B Lenders. (f) The Administrative Agent agrees that absent Exigent Circumstances, it shall not accelerate the Obligations, sell, assign or dispose of the Collateral or exercise its rights set forth right to terminate the Servicer during the Class B Review Period. As used in this Section 9.4 clause (f), (i) the term "Class B Review Period" shall mean the period beginning on the date on which an Option Event occurs and ending on (x) in the event that the Class B Lenders elect not to exercise the Class B Lender Purchase Option, the Class B Lender Purchase Right Termination Date or (y) in the event that the Class B Lenders elect to exercise the Class B Lender Purchase Option, the Class B Lender Purchase Option Exercise Date; and (ii) the term "Exigent Circumstances" shall mean the commencement of a proceeding under any Debtor Relief Law with respect to the Borrower or any of its Affiliates, the insolvency of the Borrower or any of its Affiliates, any exercise by a third-party of enforcement rights or remedies with respect to any portion of the Collateral or any event that materially and imminently threatens the ability of the Lenders to realize upon all or a material portion of the Collateral such as, without limitation, fraudulent removal, concealment, or abscondment thereof, destruction (other than to the extent covered by insurance or material waste thereof).

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

Purchase Option. (a) The Class B Member (Section 19.01. Landlord hereby grants to the Original Tenant or to any Transferee which is a Tenant Affiliate of the Original Tenant or a Class B Member designated by it) shall have the right, at any time Tenant Affiliate within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) a series of Tenant Affiliates of the Class A Membership Interests Original Tenant the one-time option to purchase the Property in accordance with the terms of this Article Nineteen (the “Purchase Option”). If Tenant wishes to exercise its right to purchase the Property, upon giving the Class A Member thirty (30) calendar days’ prior then Tenant shall deliver written notice of an election to exercise the Purchase Option Landlord (the “Purchase Option Exercise Notice”). Any Exercise Notice, if given, may be revoked by ) following the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: Lease Commencement Date (i) notifying Landlord of Tenant’s decision to purchase the fair market value Property under this Article Nineteen and containing ▇▇▇▇▇▇’s proposed date for the Closing of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member Escrow (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Methoddefined below), which shall must be final and binding on all Membersno later than the Closing Deadline (defined below), and (ii) $***. providing Landlord with a cashier’s check (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of other immediately available United States dollars to such United States bank accounts as the Class A Member may designate funds) in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any salesOne Hundred Fifty Thousand Dollars ($150,000.00), use, realty transfer or similar Taxes payable in connection with such Transferto Landlord (the “Deposit”); provided, however, that the obligation Purchase Option Exercise Notice must be received by Landlord not later than March 31, 2011 (the “Exercise Deadline”) and, if timely exercised, the Closing of Escrow shall occur not later than the second anniversary of the Class B Member date of this Lease (the “Closing Deadline”). If the Purchase Option Exercise Notice and the Deposit are not received by Landlord by the Exercise Deadline, or if the Closing of Escrow does not occur by the Closing Deadline, then the Purchase Option shall automatically lapse and Tenant shall have no further rights under this Article Nineteen. Notwithstanding the above, Tenant shall provide Landlord with at least sixty (60) days prior written notice of ▇▇▇▇▇▇’s intention to pay exercise the Purchase Option. The Purchase Option is personal to the Original Tenant or to any Transferee which is a Tenant Affiliate of the Original Tenant or a Tenant Affiliate within a series of Tenant Affiliates of the Original Tenant, and shall become null and void upon any Transfer other than one involving such expenses pursuant a Transferee. Section 19.02. Within thirty (30 days after ▇▇▇▇▇▇▇▇’s receipt of the Purchase Option Exercise Notice and the Deposit, Landlord and Tenant shall deliver into escrow with a title and escrow agent selected by Landlord in the Atlanta, Georgia, metropolitan area (the “Escrow Agent”) a mutually acceptable and fully executed “Purchase and Sale Agreement” containing the Applicable Terms (defined below), together with such other terms as are then customary for similar transactions in the Atlanta, Georgia, metropolitan area (together with the Applicable Terms, the “PSA Terms”). This delivery shall constitute the “Opening of Escrow.” If, despite good faith negotiations, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ are unable to agree on the PSA Terms within such period of time, then the resolution of the disputed PSA Terms shall be submitted to binding arbitration, as provided in Section 19.05 below. The Deposit shall be non-refundable following the Opening of Escrow, except to the extent otherwise provided in the Purchase and Sale Agreement. The “Closing of Escrow” or consummation of the purchase and sale transaction shall take place on the date proposed by Tenant in the Purchase Option Exercise Notice, provided that such date is no later than the Closing Deadline. The purchase price for the Property shall be an amount equal to Fifty-two and 50/100 Dollars ($52.50) per rentable square foot of space in the Building, as it may be expanded (the “Purchase Price”). A sum of money equal to the Purchase Price shall be deposited with the Escrow Agent before the Closing of Escrow, and Tenant shall receive a credit against the Purchase Price in the amount of the Deposit at the Closing of Escrow. Tenant shall take the Property in its “as is” condition (although Tenant shall be entitled to receive an assignment of all available construction warranties), and the Purchase and Sale Agreement shall contain no contingencies to Tenant’s obligation to purchase the Property other than Landlord’s ability to deliver title to the Property subject only to the Permitted Title Exceptions (defined below). In connection with such purchase, Tenant shall reimburse Landlord for all costs incurred by Landlord in connection with the sale transaction, including but not limited to attorneys’ fees, but excluding any brokerage commissions and the costs of retiring the debt on the Building, including, without limitation, the cost of any pre-payment or yield maintenance premium (however described). Section 19.03. Landlord shall convey the Property to Tenant in “as is” condition by limited warranty deed subject to all matters of record, which presently include some, but perhaps not all, of those items identified on the attached Exhibit “I” (the “Existing Title Exceptions”), other than the lien of any security instrument placed on the Property by Landlord, and such other future title encumbrances as are reasonably approved by Tenant (collectively, the “Permitted Industrial Lease—Atlanta Dendreon Corporation Title Encumbrances”). As soon as practicable after the Closing of Escrow, the Escrow Agent shall issue a standard coverage Owner’s Policy of Title Insurance at Tenant’s cost. Consistent with the terms of the SNDA attached as Exhibit “B” to this sentence Lease, ▇▇▇▇▇▇▇▇’s lender and its successors will agree to honor the Purchase Option in the event such lender acquires Landlord’s interest in the Property, and Landlord will obtain a similar agreement from any future lender while the Purchase Option is exercisable by ▇▇▇▇▇▇. Upon the Closing of Escrow, this Lease shall automatically terminate without further action by either party, and shall be of no further effect, except for those rights, obligations, and liabilities which expressly survive such termination or which have accrued prior to such termination, including, without limitation, any monetary obligations of Tenant or Landlord that have accrued prior to the Closing of Escrow but remain unpaid as of such date. Both Landlord and ▇▇▇▇▇▇ acknowledge and agree that the Existing Title Exceptions include those matters affecting the entire Project and that certain of such matters may not affect the Property, standing alone. Upon completion of the Property Subdivision, the Existing Title Exceptions shall be updated to remove any items not affecting the Property. Section 19.04. The Purchase Option may not be exercised by Tenant and the Closing of Escrow shall not exceed $***. occur if an Event of Default on the part of Tenant exists at the time Tenant gives the Purchase Option Exercise Notice. Landlord reserves the right to exchange fee title in the Property for property of like kind and qualifying use within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended (e) the “IRC”), and the regulations promulgated thereunder. Landlord expressly reserves the right to assign its rights, but not its obligations, hereunder to a Qualified Intermediary as provided in regulations promulgated under the IRC on or before the Closing of Escrow for the sale of the Property. ▇▇▇▇▇▇ agrees to cooperate reasonably with Landlord to effect any such exchange to the extent it does not result in additional obligations for Tenant. The Class B Member may transfer its rights terms and provisions set forth in Sections 19.02, 19.03, and 19.04 of this Section 9.4 Lease, applicable to the purchase and sale of the Property, are referred to as the “Applicable Terms.” The rights contained in this Article Nineteen shall be personal to the Original Tenant or to any Transferee which is a Tenant Affiliate of its Affiliatesthe Original Tenant or a Tenant Affiliate within a series of Tenant Affiliates of the Original Tenant, and shall become null and void upon any Transfer other than one involving such a Transferee. Section 19.05. With respect to the binding arbitration required pursuant to Section 19.02 above, the following provisions shall govern and control: A SINGLE ARBITRATOR WHO IS A RETIRED FEDERAL OR STATE JUDGE SHALL CONDUCT THE ARBITRATION UNDER THE THEN CURRENT COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (THE “AAA”). THE ARBITRATOR SHALL BE SELECTED BY MUTUAL AGREEMENT OF THE PARTIES, OR IF THEY ARE UNABLE TO REACH AGREEMENT ON THE ARBITRATOR WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE BY ONE PARTY TO THE OTHER(S) INVOKING THIS ARBITRATION PROVISION, IN ACCORDANCE WITH AAA PROCEDURES FROM A LIST OF RETIRED FEDERAL OR STATE JUDGES MAINTAINED BY THE AAA FOR USE IN GEORGIA. THE ARBITRATION SHALL BE CONDUCTED IN ATLANTA, GEORGIA, AND ALL EXPEDITED PROCEDURES PRESCRIBED BY THE AAA COMMERCIAL ARBITRATION RULES SHALL APPLY. THE PROVISIONS OF THE GEORGIA ARBITRATION CODE, O.C.G.A. SECTIONS 9-9-1 ET SEQ. (THE “ARBITRATION ACT”), AS AMENDED, SHALL APPLY TO THE ARBITRATION. THE ARBITRATOR SHALL LIMIT THE SCOPE OF DISCOVERY TO MATTERS DIRECTLY RELEVANT TO THE ISSUES IN QUESTION AND SHALL ESTABLISH REASONABLE TIME LIMITS WITHIN WHICH THE PARTIES TO THE ARBITRATION MUST COMMENCE AND COMPLETE DISCOVERY, AND THE ARBITRATOR SHALL RESOLVE ANY DISCOVERY DISPUTE BY SUCH PRE-HEARING CONFERENCES AS MAY BE NEEDED. UNLESS THE PARTIES AGREE OTHERWISE, NO DEPOSITIONS WILL BE TAKEN (UNLESS NEEDED FOR PRESENTATION IN LIEU OF LIVE APPEARANCE). THE ARBITRATOR SHALL NOT PERMIT EXPANDED DISCOVERY. THE ARBITRATOR SHALL HAVE AUTHORITY ONLY TO GRANT SPECIFIC PERFORMANCE AND TO ORDER OTHER EQUITABLE RELIEF, BUT SHALL NOT HAVE THE AUTHORITY TO AWARD DAMAGES, WHETHER COMPENSATORY OR PUNITIVE DAMAGES OR OTHER NON-COMPENSATORY DAMAGES. EACH OF THE PARTIES SHALL PAY ITS OWN ATTORNEYS’ FEES AND COSTS AND OTHER EXPENSES INCURRED IN THE ARBITRATION, AND THE PARTIES SHALL SHARE EQUALLY THE FEES AND EXPENSES OF THE ARBITRATOR AND ALL OTHER FEES OR OTHER CHARGES IMPOSED BY AAA OR OTHER ADMINISTRATOR. THE ARBITRATOR’S DECISION AND AWARD SHALL BE FINAL AND BINDING AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. IF ANY PARTY FILES A JUDICIAL OR ADMINISTRATIVE ACTION ASSERTING CLAIMS SUBJECT TO ARBITRATION AS PRESCRIBED HEREIN, AND ANOTHER PARTY SUCCESSFULLY OPPOSES SUCH ACTION Industrial Lease—Atlanta Dendreon Corporation OR COMPELS ARBITRATION OF SAID CLAIMS, THE PARTY FILING SAID ACTION SHALL PAY THE OTHER PARTY’S REASONABLE COSTS AND EXPENSES INCURRED IN OPPOSING SUCH ACTION OR COMPELLING ARBITRATION, INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES. NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE THE DISPUTE PERTAINING TO THE PSA TERMS (AS DEFINED ABOVE IN THIS ARTICLE NINETEEN) DECIDED BY NEUTRAL ARBITRATION AS PROVIDED ABOVE AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THIS PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE ARBITRATION ACT. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES PERTAINING TO THE PSA TERMS TO NEUTRAL ARBITRATION. TENANT’S OBLIGATIONS TO PAY BASE RENT AND ADDITIONAL RENT SHALL NOT BE DELAYED OR OTHERWISE AFFECTED BY RESORT TO ARBITRATION HEREUNDER. Landlord Initials: ___ Tenant Initials: ___

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

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

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

Purchase Option. (ai) The Class B Member (In reliance upon the representations, warranties, and covenants of each Obligor contained in this Agreement, and subject to the terms and conditions of this Agreement and any documents or any Affiliate of a Class B Member designated by it) instruments executed in connection herewith, each Lender Party agrees that, following the Strict Foreclosure on the Effective Date and continuing until the Forbearance Termination Date, the Obligors shall have the right, at any time within one hundred eighty (180) days after right to purchase the Flip Date, to acquire all (but not less than all) of Policies from the Class A Membership Interests Lender Parties in accordance with the terms herein (the “Purchase Option”). (ii) The Obligors hereby acknowledge and agree that they shall not use the name of any Lender Party or Knight Insurance Company, upon giving ▇▇▇▇▇ Fargo Bank, N.A. or any Affiliate of any of the Class A Member thirty foregoing or any derivation of any such entity’s name in connection with the purchase of the Policies referenced herein nor shall the Obligors shall hold themselves out as acting on behalf of or at the direction of any Lender Party or Knight Insurance Company, ▇▇▇▇▇ Fargo Bank, N.A. or any Affiliate of any of the foregoing. (30iii) calendar days’ prior As a condition precedent to the exercise of the Purchase Option, the Obligors hereby agree to deliver, or cause to be delivered, to the Lender Parties (with a copy to NCB), on or before July 18, 2018 (the “Option Exercise Deadline”), (A) an unconditional and irrevocable written notice in the form of an election to exercise the Purchase Option Exhibit A hereto (the “Exercise Notice”) signed by the Obligors and a special purpose entity recently formed by the Obligors for the purpose of purchasing the Policies, such entity to be reasonably acceptable to the Lender Parties (the “Buyer”). Any ; and (B) written evidence satisfactory to the Lender Parties that the Buyer holds, as of the date of delivery to the Lender Parties of the Exercise Notice, if givenreadily available cash in an amount equal to or exceeding the Policy Purchase Amount. (iv) The Obligors hereby agree to deliver, may or cause to be revoked delivered, to the Lender Parties (with a copy to NCB), on or before the Forbearance Termination Date, a signed purchase agreement from the Buyer, as buyer, and the Lender Parties, as sellers, providing for the purchase of the Policies by the Class B Member Buyer from the Lender Parties on or before the Forbearance Termination Date at a purchase price not less than the Policy Purchase Amount (as defined below) (the “Purchase”), provided, that such purchase agreement shall (A) be drafted by written notice to counsel for the Class A Member Lender Parties (at any time; provided that if the sole cost and expense of the Obligors) following the delivery of the Exercise Notice required by Section 9(iii) above and shall provide that such sale is so revokedbeing conducted on an “as-is” basis without representation or warranty of any kind made by, or any indemnification from, the Class B Member Lender Parties; (B) provide that the Policies will be transferred to a securities account maintained by the Buyer at ▇▇▇▇▇ Fargo Bank, N.A. on the closing date of such Purchase on terms acceptable to the Lender Parties and ▇▇▇▇▇ Fargo Bank, N.A.; (C) provide that the respective purchase amount owing to each Lender Party with respect to the Purchase shall reimburse be deposited by the Class A Member for all Buyer into the respective Policy Account of such Lender Party; and (D) provide that any profits of the Class A Member’s incurred costs Obligors, the Buyer or any of their respective Affiliates arising from the Policies after their sale by the Lender Parties to the Buyer shall be split between Sundance, on the one hand, and expenses the Lender Parties, on the other hand, on a pro rata basis in an amount equal to 80% (including the costs of any appraisal referred owing to in Section 9.4(bSundance) and 20% (owing to the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related theretoLender Parties). (bv) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amountAs used herein, the “Option Policy Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by Amount” means an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice amount equal to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actionssum of: (A) the Class A Member shall Transfer to the Class B MemberCurrent Balance, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; plus (B) all accrued and unpaid interest thereon calculated at the Class A Member shall rate of interest that would be deemed applicable to have made Loans as set forth in the representations on Schedule 9 attached hereto to such Class B Member and the Company; and Loan Agreements, minus (C) the Class A Member shall take all amount of any death benefits under the Policies actually paid to the Lender Parties from and after the date hereof through and excluding the Forbearance Termination Date (or such further actions and executeearlier date if the Purchase is consummated prior to the Forbearance Termination Date), acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, plus (1D) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses (including, without limitation, any attorneys’ fees or any premium payments with respect to the Policies) incurred by the Class A Member Lender Parties in connection accordance with this Agreement, the Transfer, including reasonable attorneys’ fees and Securities Account Control Agreement or the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Loan Agreements. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

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

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

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

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

Purchase Option. (a) The Class B Member If any amounts under the Loan Agreement remain outstanding following the expiry of the twelve (or any Affiliate of a Class B Member designated by it12) month period following the Effective Date, Purchaser shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests option (the “Purchase Option”), upon giving subject to the Class A Member thirty terms of this Agreement, to purchase from Barnard the Loan Obligations then outstanding, together with all other rights and obligations of ▇▇▇▇▇▇▇ under the Loan Documents (30) calendar days’ prior written the “Purchased Obligations”), at the face value of the Loan Obligations then outstanding, payable in common shares in the capital of the Purchaser at the VWAP thereof on the date notice of an such election to exercise the Purchase Option is provided to ▇▇▇▇▇▇▇ and the Debtor. (b) The Purchaser shall have 30 days from the one-year anniversary of the Effective Date to deliver notice to ▇▇▇▇▇▇▇ and the Debtor of its election to exercise the Purchase Option (the an “Option Exercise Notice”). Any If the Purchaser fails to provide an Option Exercise NoticeNotice within 30 days from the one-year anniversary of the Effective Date or, if givenin the alternative, may be revoked by the Class B Member by Purchaser provides written notice of its intention not to exercise the Class A Member at any time; provided that if the Exercise Notice is so revokedPurchase Option, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during shall expire and the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will Loan Obligations shall be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed repaid by the Class A Member and the Class B Member or, if they are unable Debtor to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal Barnard in accordance with Section 6 of the Appraisal Method, which shall be final and binding on all Members), and (ii) $***Loan Agreement. (c) If the Purchaser provides an Option Exercise Notice within 30 days from the one-year anniversary of the Effective Date, the Purchaser, the Debtor and ▇▇▇▇▇▇▇ shall use commercially responsible efforts to complete the purchase of the Purchased Obligations in a timely manner, but in any event within 60 days from the one-year anniversary of the Effective Date, failing which the Purchase Option shall be deemed expired and the Loan Obligations shall be repaid by the Debtor to ▇▇▇▇▇▇▇ in accordance with Section 6 of the Loan Agreement. Notwithstanding the foregoing, in the event that the Purchaser is exercisedready, willing, and able to close within such 60-day period but is prevented from completing the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant Purchase Option due to a request for Confidential Treatment and filed separately with delay by, or the Commission. (d) If action or inaction of, any of the Debtor and/or ▇▇▇▇▇▇▇, such 60-day period shall be extended until such time as the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***completed. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

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

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

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

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

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

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

Purchase Option. (a) The Class B Member (or any Affiliate Upon the occurrence and during the continuation of a Class B Member designated by itTriggering Event, then, in any such case, any one or more of the Second Lien Claimholders (acting in their individual capacity or through one or more affiliates) shall have the right, at any time within one hundred eighty but not the obligation (180each Second Lien Claimholder having a ratable right to make the purchase, with each Second Lien Claimholder’s right to purchase being automatically proportionately increased by the amount not purchased by another Second Lien Claimholder), upon 5 Business Days prior written notice from (or on behalf of) days after the Flip Date, such Second Lien Claimholders (a “Purchase Notice”) to First Lien Agent to acquire from the First Lien Claimholders all (but not less than all) of the Class A Membership Interests (right, title, and interest of the “First Lien Claimholders in and to the First Lien Priority Debt and the First Lien Documents. The Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may shall be revoked by irrevocable and shall specify the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all identity of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related theretoSecond Lien Purchase Representative. (b) The consideration for On the Transfer date specified by the purchasing Second Lien Claimholders in the Purchase Notice (which shall not be less than 5 Business Days and not be more than 10 Business Days after the receipt by First Lien Agent of the Class A Membership Interests Purchase Notice), the First Lien Claimholders shall sell to the Class B Member pursuant to purchasing Second Lien Claimholders and the Purchase Option during purchasing Second Lien Claimholders shall purchase from the period referred to in Section 9.4(a) (such amountFirst Lien Claimholders, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***First Lien Priority Debt. (c) If On the Purchase Option is exerciseddate of such purchase and sale, the closing of such Transfer shall occur on the Business Day that is purchasing Second Lien Claimholders shall: (i) sixty pay to First Lien Agent, for the benefit of the First Lien Claimholders, as the purchase price therefor, the full amount of all the First Lien Priority Debt (60other than indemnification obligations for which no claim or demand for payment has been made at such time, and other than First Lien Priority Debt cash collateralized in accordance with clause (c)(ii) calendar days after the applicable Exercise Notice is given or below) then outstanding and unpaid, (ii) furnish cash collateral to First Lien Agent in such later amounts as First Lien Agent determines is reasonably necessary to secure First Lien Agent and the First Lien Claimholders in respect of (A) any issued and outstanding Letters of Credit that are part of First Lien Priority Debt (but not in any event in an amount greater than 105% of the aggregate undrawn amount of such Letters of Credit) (such cash collateral shall be applied to the reimbursement of any drawing under a Letter of Credit as and when such drawing is paid and, if a Letter of Credit expires undrawn, the cash collateral held by First Lien Agent in respect of such Letter of Credit shall be remitted to the Second Lien Purchase Representative for the benefit of the purchasing Second Lien Claimholders) and (B) to the extent constituting a contingent obligation for which no claim or demand for payment has been made at such time, Bank Product Obligations that are part of First Lien Priority Debt (provided that, with respect to Hedge Obligations, the amount cash collateralized shall be limited to the amount of the Bank Product Reserves (as confirmed in writing by First Lien Agent to the Second Lien Purchase Representative) established with respect to such Hedge Obligations as of the -24- date of such purchase and sale) (but not in any event in an amount greater than 105% of the aggregate uncollateralized exposure of such Bank Product Obligations) (the “Cash Collateralized Bank Product Obligations”) (such cash collateral shall be applied to the reimbursement of the Bank Product Obligations as may and when such obligations become due and payable and, at such time as Bank Product Obligations in an amount equal to the Cash Collateralized Bank Product Obligations are paid in full, the remaining cash collateral held by First Lien Agent in respect of Bank Product Obligations shall be required remitted to obtain the Second Lien Agent for the benefit of the purchasing Second Lien Claimholders), and (C) any applicable consents asserted or approvals threatened (in writing) claims, demands, actions, suits, proceedings, investigations, liabilities, fines, costs, penalties, or satisfy any reporting damages that are the subject of the indemnification provisions of the First Lien Credit Agreement in respect of First Lien Priority Debt and to the extent disclosed in writing to the Second Lien Purchase Representative, Second Lien Agent, and the Second Lien Claimholders (such cash collateral shall be applied to the reimbursement of such obligations as and when they become due and payable and, at such time as all of such obligations are paid in full, the remaining cash collateral held by First Lien Agent in respect of indemnification obligations shall be remitted to the Second Lien Purchase Representative for the benefit of the purchasing Second Lien Claimholders), and (iii) pay to First Lien Agent and the other First Lien Claimholders the amount of all expenses to the extent earned or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment due and filed separately payable in accordance with the CommissionFirst Lien Documents (including the reimbursement of attorneys fees, field examination expenses, and appraisal fees) and incurred through the date of such purchase. (d) If Such purchase price and cash collateral shall be remitted by wire transfer of federal funds to such bank account of First Lien Agent as First Lien Agent may designate in writing to Second Lien Purchase Representative for such purpose. Interest shall be calculated to but excluding the Purchase Option is exercisedBusiness Day on which such purchase and sale shall occur if the amounts so paid by the purchasing Second Lien Claimholders to the bank account designated by First Lien Agent are received in such bank account prior to 4:30 p.m., at New York City time, and interest shall be calculated to and including such Business Day if the closing amounts so paid by the purchasing Second Lien Claimholders to the bank account designated by First Lien Agent are received in such bank account later than 4:30 p.m., New York City time. (e) [Intentionally Omitted]. (f) Such purchase shall be effected by the execution and delivery of a customary form of assignment and acceptance agreement and shall be expressly made without representation or warranty of any kind by First Lien Agent and the other First Lien Claimholders as to the First Lien Debt so purchased, or otherwise, and without recourse to First Lien Agent or any other First Lien Claimholder, except that each First Lien Claimholder shall represent and warrant: (i) that the amount quoted by such First Lien Claimholder as its portion of the Transferpurchase price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (ii) it owns, or has the right to transfer to the purchasing Second Lien Claimholders, the rights being transferred, and (iii) such transfer will be free and clear of Liens. (g) In the event that any one or more of the Second Lien Claimholders exercises and consummates the purchase option set forth in this Section 5.6, (i) First Lien Agent shall have the Class B Member shall pay right, but not the consideration described in Section 9.4(b) (by wire transfer of obligation, to immediately available United States dollars to such United States bank accounts resign as administrative agent under the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option)First Lien Credit Agreement, and (ii) the Class A Member purchasing Second Lien Claimholders shall take have the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and but not the obligation, to require First Lien Agent to immediately resign under the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***First Lien Credit Agreement. (eh) The Class B Member may transfer its rights In the event that any one or more of the Second Lien Claimholders exercises and consummates the purchase option set forth in this Section 9.4 5.6, (i) the First Lien Claimholders shall retain their indemnification rights under the First Lien Credit Agreement for actions or other matters arising on or prior to the date of such purchase, and (ii) in the event that, at the time of such purchase, there exists Excess First Lien Debt, the consummation of such purchase option shall not include (nor shall the purchase price be calculated with respect to) such Excess First Lien Debt (clauses (i) and (ii), the “Retained Interest”). (i) In the event that a Retained Interest exists, each First Lien Claimholder shall, at the request of the purchasing Second Lien Claimholders, execute an amendment to the First Lien Credit Agreement acknowledging that such Retained Interest consisting of Excess First Lien Debt is a last-out tranche, payable after Payment in Full of all First Lien Priority Debt and payment in full of all of the Second Lien Debt. Interest with respect to such Retained Interest consisting of Excess First Lien Debt shall continue to accrue and be payable in accordance with the terms of the First Lien Documents, the Retained Interest shall continue to be secured by the Collateral, and the Retained Interest shall be paid (or cash collateralized, as applicable) in accordance with the terms of the First Lien Credit Agreement and this Agreement. Each First Lien Claimholder shall continue to have all rights and remedies of a lender under the First Lien Credit Agreement and the other First Lien Documents; provided, that no First Lien Claimholder shall have any right to vote on or otherwise consent to any amendment, waiver, departure from, or other modification of its Affiliatesany provision of any First Lien Document except that the consent of First Lien Agent shall be required for (i) those matters that require the agreement of all lenders under Section 14.1(a) of the First Lien Credit Agreement as in effect on the date hereof and (ii) matters in contravention of the provisions and priorities set forth in this Agreement.

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

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

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

Purchase Option. (a) No later than thirty (30) days following the fifth anniversary of the Effective Date, the Company will deliver to the H-Cyte Member a report (the “Monthly Average Sales Report”) setting forth the average monthly number of sales of DenerveX Devices made by the Company and its Subsidiaries as of the fifth anniversary of the Effective Date measured on a trailing twelve (12) month basis (the “Average Sales Amount”), provided that if a Material Adverse Event has occurred with respect to the Company and its Subsidiaries following the fourth anniversary of the Effective Date, the Average Sales Amount will be calculated taking into account average monthly number of sales of DenerveX Devices in prior years. If the H-Cyte Member delivers written notice (the “Disputed Items Notice”) to the Company within thirty (30) days after receipt by the H-Cyte Member of the Monthly Average Sales Report, stating that the H-Cyte Member objects to any items in the Monthly Average Sales Report, specifying in reasonable detail the basis for such objection and setting forth the H-Cyte Member’s proposed modification to such report, the Company and the H-Cyte Member will attempt to resolve and finally determine and agree upon the Average Sales Amount in good faith as promptly as practicable. (b) If the H-Cyte Member and the Company are unable to agree upon the Average Sales Amount within thirty (30) days after delivery of the Disputed Items Notice, the H-Cyte Member and the Company will submit to an independent accounting firm with expertise in financial analysis mutually satisfactory to the H-Cyte Member and the Company (the “Accounting Firm”) for review and resolution of the items set forth in the Disputed Items Notice (the “Disputed Items”). The Class B Accounting Firm will (i) resolve the Disputed Items (and only the Disputed Items) based on written presentations from the H-Cyte Member and the Company, (ii) not ascribe an Average Sales Amount higher or any Affiliate lower, as the case may be, than the highest or lowest Average Sales Amount claimed by the Company or the H-Cyte Member in the Monthly Average Sales Report and Disputed Items Notice, respectively, and (iii) make a determination of the Average Sales Amount based on its resolution of the Disputed Items. The fees, costs and expenses of the Accounting Firm will be borne by the party whose positions generally did not prevail in such determination, as determined by such accounting firm, or if the Accounting Firm determines that neither party could be fairly found to be the prevailing party, then such fees, costs and expenses will be borne 50% by the H-Cyte Member and 50% by the Company. (c) Subject to terms and conditions of Section 7.5, and otherwise notwithstanding anything to the contrary contained in this Agreement, if the Average Sales Amount (as finally determined under this Section 7.3) is a Class B number less than 800 (a “Triggering Event”), the H-Cyte Member designated by it) shall have the right, at any time within one hundred eighty exercisable upon written notice to the Company (180which must be delivered no later than ninety (90) days after the Flip Date, Average Sales Amount has been finally determined) to acquire all (but not less than all) purchase up to the number of Class A Units of the Class A Membership Interests Company from the holders thereof calculated as follows (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto.): (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) if the fair market value Average Sales Amount is greater than 720 but less than or equal to 760, an amount equal to up to ten percent (10%) of the all outstanding Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and Units; (ii) $***.if the Average Sales Amount is greater than 640 but less than or equal to 720, an amount equal to up to twenty percent (20%) of all outstanding Class A Units; (ciii) if the Average Sales Amount is greater than 560 but less than or equal to 640, an amount equal to up to thirty percent (30%) of all outstanding Class A Units; (iv) if the Average Sales Amount is greater than 480 but less than or equal to 560, an amount equal to up to forty percent (40%) of all outstanding Class A Units; (v) if the Average Sales Amount is greater than 400 but less than or equal to 480, an amount equal to up to fifty percent (50%) of all outstanding Class A Units; (vi) if the Average Sales Amount is less than or equal to 400, an amount equal to up to one hundred percent (100%) of all outstanding Class A Units; If the Purchase Option is exercised, each holder of Class A Units (or his, her or its legal representative or successor or assign, as the closing case may be) (each a “Seller”) shall sell their applicable number of such Transfer shall occur on Class A Units to the Business Day H-Cyte Member in accordance with this Section 7.3. For the avoidance of doubt, if a holder of Class A Units transfers Class A Units for any reason, those Class A Units will remain subject to the Purchase Option upon the occurrence of a Triggering Event with respect to that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Lawstransferring holder thereof. *** Portions of this page have been omitted Any Class A Units purchased pursuant to the exercise of a request Purchase Option for Confidential Treatment and filed separately less than one hundred percent (100%) of all Class A Units in accordance with this Section 7.3 shall be acquired from the Commissionholders thereof ratably in accordance with their relative Percentage Interests. (d) If the H-Cyte Member exercises the Purchase Option, in exchange for the Class A Units purchased, the H-Cyte Member shall pay an aggregate purchase price for such Class A Units (the “Purchase Price”) equal to $1.00 (to be allocated to the Sellers in accordance with their relative Percentage Interests). The purchase and sale of Class A Units under this Section 7.3 shall close at the offices of the Company (or by electronic exchange of documents) at a date and time reasonably determined by the H-Cyte Member, but no later than thirty (30) days after the date the Purchase Option is exercised, at . At the closing of the Transfer, following will occur: (i) the Class B The H-Cyte Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice aggregate Purchase Price to the Class B Member no later than five Company (5) Business Days prior for further distribution to the closing date for the Transfer pursuant to the Purchase Option)Sellers) in full, and by any combination of cash or check. (ii) the Class A Member Each Seller shall take the following actions: (A) the Class A Member shall Transfer assign and transfer to the Class B Member, Company all right, title and interest in and to the his, her or its Class A Membership InterestsUnits being sold, free and clear of all Liens liens, charges, encumbrances, security interests, and adverse claims of every kind whatsoever. Each Seller shall execute all conveyance and other than Permitted Encumbrances; (B) documents reasonably requested by the Company to consummate the sale of the Class A Units being sold under this Section 7.3. The H-Cyte Member shall be entitled to receive customary representations and warranties from each Seller related to authority, ownership and ability to convey good title to the Class A Units purchased under this Section 7.3, free and clear of any liens, charges, encumbrances, security interests, and adverse claims of every kind whatsoever. (e) If any Seller fails to appear at the closing or otherwise defaults in its obligations under this Agreement, the Seller shall be deemed to have made sold its applicable number of Class A Units to the representations on Schedule 9 attached hereto H-Cyte Member at the closing pursuant to such Class B Member the terms and conditions of this Agreement, and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member Seller shall have no further rights with respect to such Class A Units other than to receive such Seller’s allocable portion of the Purchase Price. Each Seller irrevocably constitutes and appoints the H-Cyte Member, with full power of substitution in the premises, as a Membertheir due and lawful attorney in fact (i) to transfer any Class A Units purchased and sold pursuant to the terms of this Section 7.3 on the books of the Company, and (3ii) all take such other actions and execute such assignments, conveyances, transfers and other documents in the rightsSeller’s name and on the Seller’s behalf as may be necessary or appropriate to effect such purchase and sale. This power of attorney is coupled with an interest, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***is irrevocable. (ef) The Class B H-Cyte Member may transfer assign its rights set forth in right to purchase any Class A Units under this Section 9.4 7.3 to any of its AffiliatesAffiliate thereof.

Purchase Option. Provided that the Lessee shall not have given notice of its intention to exercise the Remarketing Option, the Lessee shall have the option on any Payment Date (exercisable by giving the Lessor irrevocable written notice (the "Purchase Notice") of the Lessee's election to exercise such option) (a) The Class B Member (or any Affiliate of a Class B Member designated by it) shall have the rightto purchase all, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but and not less than all) , of the Class A Membership Interests Property on the date specified in such Purchase Notice at a price equal to the Lease Balance theretofore accruing or (b) to pay the “Lessor the Equity Balance and reduce the amount of the Lease Balance by the amount paid. The Lessee shall deliver the Purchase Option”), upon giving Notice to the Class A Member Lessor not less than thirty (30) calendar days’ days prior written notice to such purchase or payment of an election the Equity Balance. If the Lessee exercises its option to exercise pay to the Lessor the Equity Balance pursuant to Section 22.1(b), the Lessee shall comply with Section 33.12. If the Lessee exercises its option to purchase the Property pursuant to Section 22.1(a) (the "Purchase Option"), the Lessor shall transfer to the Lessee or its designee all of the Lessor's right, title and interest in and to the Property as of the date specified in the Purchase Notice upon receipt of the Lease Balance in accordance with Section 25.1. Subject to Section 12.4 and with the consent of the Lessor, which consent shall not be unreasonably withheld, the Lessee may assign the Purchase Option (the “Exercise Notice”)to any Person. Any Exercise NoticeThe Lessee may designate, if given, may be revoked by the Class B Member by written in a notice given to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later Lessor not less than five (5) Business Days prior to the closing date for of such purchase (time being of the Transfer pursuant essence), the transferee or transferees to whom the conveyance shall be made (if other than to the Purchase OptionLessee), and in which case such conveyance shall (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer subject to the Class B Member, all right, title terms and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (Bconditions set forth herein) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transferdesignee; provided, however, that the obligation such designation of the Class B Member to pay such expenses pursuant to this sentence a transferee or transferees shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 cause the Lessee to be released, fully or partially, from any of its Affiliatesobligations under this Lease, including, without limitation, the obligation to pay the Lessor the Lease Balance on the Expiration Date. All such transfers shall be subject to compliance with the terms of Heller Loan Documents.

Purchase Option. (a) The Class B Member (Without limitation of the Lessee's purchase --------------- obligation pursuant to Sections 20.2 or any Affiliate 20.3, unless the Lessee shall have given ------------- ---- notice of its intention to exercise the Remarketing Option and the Lessor shall have entered into a Class B Member designated by it) binding contract to sell the Property, the Lessee shall have the rightoption (exercisable by giving the Lessor irrevocable written notice (each, at a "Purchase Notice") of the Lessee's election to exercise such option) to --------------- purchase, or to designate a third party to purchase, (i) all of the Property (the "Purchase Option") or (ii) any time within one hundred eighty portion of the Land Interest now or --------------- hereafter constituting a separate legal parcel designated by the Lessee (180the "Partial Purchase Option") days after provided that the Flip Lessee shall have delivered to the ----------------------- Lessor with the Purchase Notice a satisfactory appraisal of the Fair Market Sales Value of the Property as of the purchase date and the Expiration Date, reflecting the Fair Market Sales Value of the entire Property then remaining subject to acquire this Lease and of the parcel thereof proposed to be purchased. The purchase price in respect of the entire Property (the "Purchase Option Price") --------------------- shall be equal to the Asset Termination Value or, with respect to such portion of the Property (the "Partial Purchase Option Price"), a price determined by ----------------------------- multiplying the Asset Termination Value by the percentage that the Fair Market Sales Value of the portion of the Property subject to the Partial Purchase Option bears to the Fair Market Sales Value of that portion of the Property subject to this Lease immediately prior to such purchase, in each case as shown in such appraisal, plus in each case all other amounts owing in respect of Rent (but including Supplemental Rent) theretofore accruing. The Lessee shall deliver the Purchase Notice to the Lessor not less than all) of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ days prior written notice of an election to exercise the purchase date. If the Lessee exercises its Purchase Option (or Partial Purchase Option, pursuant to this Section 20.1, the “Exercise Notice”). Any Exercise NoticeLessor shall transfer, if givenfree and clear ------------ of Lessor Liens and Liens under the Operative Documents, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if Lessee or the Exercise Notice is so revokedLessee's designee, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all Lessor's right, title and interest in and to all or the Class A Membership Interestsapplicable portion of the Property, free as of the date specified in the Purchase Notice upon receipt of the Purchase Option Price or Partial Purchase Option Price, as the case may be, and clear (without duplication) all Rent and all other amounts then due and payable under this Lease and any other Operative Document, in accordance with Section 19.1(a). In the event of all Liens other than Permitted Encumbrances; an exercise of the --------------- Partial Purchase Option, (Bi) Lessee or the Class A Member third party acquiring such property shall grant any easements reasonably determined to be deemed to have made necessary by Lessor for the representations on Schedule 9 attached hereto to such Class B Member benefit of the remaining Property and the Companyparties will enter into such amendments to the Operative Documents, and Lessee shall cause any such amendments to be filed, all as reasonably required by Lessor so as to preserve the Participants' interests in the retained Property; and (Cii) if the Class A Member shall take all such further actions Lessor and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer Lessee enter into a replacement synthetic lease facility for any parcel of the Class A Membership Interests contemplated by this Section 9.4. Upon Property to finance the closing construction of improvements to such parcel following any exercise of the Partial Purchase Option in a transaction where the Lessor remains the legal owner and lessor of such Transferparcel, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees Lessor and the amount of Lessee agree that any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that 3.7(e)(ii) portion capitalized under the obligation Operative Documents shall not be considered part of the Class B Member to pay land acquisition costs under such expenses pursuant to this sentence shall not exceed $***replacement lease facility. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member If any amounts under the Loan Agreement remain outstanding following the expiry of the twelve (or any Affiliate of a Class B Member designated by it12) month period following the Effective Date, Purchaser shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests option (the “Purchase Option”), upon giving subject to the Class A Member thirty terms of this Agreement, to purchase from B▇▇▇▇▇▇ the Loan Obligations then outstanding, together with all other rights and obligations of B▇▇▇▇▇▇ under the Loan Documents (30) calendar days’ prior written the “Purchased Obligations”), at the face value of the Loan Obligations then outstanding, payable in common shares in the capital of the Purchaser at the VWAP thereof on the date notice of an such election to exercise the Purchase Option is provided to B▇▇▇▇▇▇ and the Debtor. (b) The Purchaser shall have 30 days from the one-year anniversary of the Effective Date to deliver notice to B▇▇▇▇▇▇ and the Debtor of its election to exercise the Purchase Option (the an “Option Exercise Notice”). Any If the Purchaser fails to provide an Option Exercise NoticeNotice within 30 days from the one-year anniversary of the Effective Date or, if givenin the alternative, may be revoked by the Class B Member by Purchaser provides written notice of its intention not to exercise the Class A Member at any time; provided that if the Exercise Notice is so revokedPurchase Option, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during shall expire and the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will Loan Obligations shall be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed repaid by the Class A Member and the Class B Member or, if they are unable Debtor to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal Barnard in accordance with Section 6 of the Appraisal Method, which shall be final and binding on all Members), and (ii) $***Loan Agreement. (c) If the Purchaser provides an Option Exercise Notice within 30 days from the one-year anniversary of the Effective Date, the Purchaser, the Debtor and B▇▇▇▇▇▇ shall use commercially responsible efforts to complete the purchase of the Purchased Obligations in a timely manner, but in any event within 60 days from the one-year anniversary of the Effective Date, failing which the Purchase Option shall be deemed expired and the Loan Obligations shall be repaid by the Debtor to B▇▇▇▇▇▇ in accordance with Section 6 of the Loan Agreement. Notwithstanding the foregoing, in the event that the Purchaser is exercisedready, willing, and able to close within such 60-day period but is prevented from completing the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant Purchase Option due to a request for Confidential Treatment and filed separately with delay by, or the Commission. (d) If action or inaction of, any of the Debtor and/or B▇▇▇▇▇▇, such 60-day period shall be extended until such time as the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***completed. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Company and any 3G Member may elect to purchase (or any Affiliate of facilitate the purchase by a Class B Member designated by itthird party of) shall have the right, Subject Units from the Legacy Members at any time within one hundred eighty (180) days after a price equal to the Flip Date, to acquire all (but not less than all) Fair Market Value of the Class A Membership Interests Subject Units (as calculated pursuant to Section 9.09(c)) (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (bA) The consideration for the Transfer closing of the Class A Membership Interests to purchase of the Class B Member pursuant to Subject Units shall take place on such date as determined by the Purchase Option during mutual written consent of the period referred to in Section 9.4(a) (such amountCompany, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member purchaser thereof and the Class B Legacy Member orRepresentative, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member no later than sixty days (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be necessary to satisfy any Applicable Law) after the determination of the Fair Market Value becomes final and binding upon the parties pursuant to Section 9.09(c); provided, that, if any Governmental Approvals are required to obtain in connection with such purchase, such sixty-day period shall be extended until the expiration of five Business Days following the date on which all Governmental Approvals are obtained and any applicable consents waiting periods under Applicable Law have expired or approvals or satisfy any reporting or waiting been terminated, but in no event will such period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request be extended for Confidential Treatment and filed separately with the Commissionmore than an additional ninety days. (dB) If Subject to Section 9.08, each Legacy Member shall reasonably cooperate with the purchaser of the Subject Units and the Company in connection with the consummation of the Purchase Option is exercisedOption, at and shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary to enter into, consummate and make effective the closing sale and purchase of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer Subject Units pursuant to the Purchase Option (including, as applicable, (I) voting its Units in favor of any merger, sale of assets or similar transaction requiring a vote of the Members or voting in the manner otherwise directed by the 3G Holdco as may be necessary to effect the Purchase Option), (II) waiving or otherwise not exercising any applicable appraisal or dissenter’s rights with respect to such transaction, and (iiIII) taking all reasonable action (including with respect to voting its respective Units) to cause the Class A Member shall take the following actions: (A) the Class A Member shall Transfer Company to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all necessary steps to complete such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***transaction). (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

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

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) shall have the right, at At any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) expiration of the Class 90 day period commencing on the date of this Agreement and so long as the Overadvance Facility shall then be outstanding and Investor shall not have been released from its obligations under the Continuing Guaranty, Investor may elect to purchase shares of the Company's Series A Membership Interests Convertible Redeemable Preferred Stock ("Series A Preferred") for an aggregate purchase price equal to the “Purchase Option”)principal amount of the borrowings under the Overadvance Facility outstanding, upon giving plus accrued and unpaid interest thereon, by providing the Class A Member thirty (30) calendar days’ prior Company with written notice of an its election to exercise the Purchase Option (the “Exercise "Election Notice”"). Any Exercise NoticeThe Election Notice shall specify the date on which Investor elects to complete the purchase (the "Option Closing Date"), if given, may which shall not be revoked by earlier than 7 days following the Class B Member by written notice date on which the Election Notice is given to the Class A Member at any time; provided that if Company. On the Exercise Notice is so revokedOption Closing Date, the Class B Member Investor shall reimburse the Class A Member for all pay to Lender on behalf of the Class A Member’s incurred costs Company, in immediately available funds, an amount (the "Purchase Price") equal to the aggregate principal amount of the borrowings made under the Overadvance Facility outstanding on the Option Closing Date, plus the amount of accrued and expenses (including unpaid interest thereon as set forth in a payoff letter of the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The Lender. In consideration for the Transfer payment of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amountPrice, the “Option Purchase Price”) will be the higher of: Company (i) shall issue and deliver to Investor a certificate or certificates representing a number of whole shares of Series A Preferred (rounded down to the fair market value nearest whole share) (the "Acquired Shares") computed by dividing the Purchase Price by $6.9629, (ii) execute and deliver to Investor one or more Series A Convertible Redeemable Preferred Stock Purchases Warrants in the form attached hereto as Exhibit B (the "Warrants") for the purchase of an aggregate number of shares of Series A Preferred equal to 10% of the Class A Membership Interests as number of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon Acquired Shares at a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members)price per share of $6.9629, and (iiiii) $***. (c) If deliver to Investor, as soon as practicable, a release executed by Fleet releasing Investor from all liability under the Purchase Option is exercised, Continuing Guaranty and acknowledging the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing termination of the Transfer, Continuing Guaranty (i) the Class B Member shall pay "Fleet Release"). The certificates representing the consideration described in Section 9.4(b) (shares of Series A Preferred and the Warrants issued by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member Company shall be deemed to have made issued in the representations on Schedule 9 attached hereto to such Class B Member names of Capital and Fund in the Company; respective amounts requested by Capital and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Fund. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

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

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

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

Purchase Option. (a) The Class B Member Notwithstanding anything in this Agreement to the contrary, on or at any time after (a) the commencement of an Insolvency or Liquidation Proceeding, (b) a payment default under any Affiliate First Lien Document that has not been cured or waived by the applicable First Lien Secured Parties within sixty (60) days of the occurrence thereof or (iii) the acceleration of the First Lien Obligations in accordance with the terms of the applicable First Lien Documents (each of the foregoing clauses (a), (b) and (c), a Class B Member “Purchase Event”), each of the Second Lien Secured Parties and each of their respective designated by itaffiliates (the “Second Lien Purchasers”) shall will have the right, at any time within one hundred eighty their sole option and election (180but will not be obligated), upon delivery of an irrevocable prior written notice (a “Purchase Notice”) days to the applicable First Lien Debt Representatives, containing an irrevocable commitment to purchase from the applicable First Lien Secured Parties all (but not less than all) outstanding First Lien Obligations. Such Purchase Notice must be given no earlier than ten (10) Business Days of the relevant Purchase Event. (b) On the date specified in the Purchase Notice (which shall not be less than five (5) Business Days after the Flip Datereceipt by the applicable First Lien Debt Representatives of the Purchase Notice), the applicable First Lien Secured Parties shall sell to acquire the Second Lien Purchasers all (but not less than all) of the Class A Membership Interests applicable First Lien Obligations (excluding contingent indemnification obligations for which no claim or demand for payment has been made at or prior to such time) that are outstanding on the “Purchase Option”)date of such sale, upon giving the Class A Member thirty (30) calendar days’ prior written notice subject to any required approval of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Noticeany governmental authority then in effect, if givenany, may be revoked by and only if on the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revokeddate of such sale, the Class B Member shall reimburse applicable First Lien Debt Representatives receive the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto.following: (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) payment in cash of an aggregate amount equal to the fair market value sum of all applicable First Lien Obligations (excluding contingent indemnification obligations for which no claim or demand for payment has been made at or prior to such time) that are then outstanding on the date of such sale; (ii) cash collateralization of all letters of credit constituting First Lien Obligations in an amount equal to 105% of the Class A Membership Interests as undrawn face amount thereof; (iii) payment in cash of all expenses to the Flip Date as agreed by the Class A Member extent earned or due and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal payable in accordance with the Appraisal Methodapplicable First Lien Documents (including the reimbursement of attorneys’ fees, which shall be final and binding on all Members)financial examination expenses, and appraisal fees); and (iiiv) $***any agreements, documents or instruments which the applicable First Lien Debt Representatives may reasonably request in writing pursuant to which (A) the representative appointed by the Second Lien Purchasers to assume the obligations of the First Lien Debt Representatives in respect of the First Lien Obligations (the “Successor Agent”) and the Second Lien Purchasers expressly assume and adopt all of the obligations of the First Lien Debt Representatives and the First Lien Secured Parties under the First Lien Documents, on and after the date of the purchase and sale and (B) the Successor Agent becomes the successor agent thereunder. (c) If Such purchase of the Purchase Option is exercised, First Lien Obligations shall be made on a pro rata basis among the closing Second Lien Purchasers giving notice to the First Lien Debt Representatives of their interest to exercise the purchase option under this Agreement unless otherwise agreed by the Second Lien Purchasers amongst themselves. Such purchase price shall be remitted by wire transfer in federal funds to such Transfer bank account of the applicable First Lien Debt Representatives as each such First Lien Debt Representative may designate in writing to the Second Lien Purchasers (or their agent or representative) for such purpose. Interest shall occur on be calculated to but excluding the Business Day that is (i) sixty (60) calendar days after on which such sale occurs if the amounts so paid by the Second Lien Purchasers to the bank account designated by the applicable Exercise Notice is given or (ii) First Lien Debt Representatives are received in such bank account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such Business Day if the amounts so paid by the Second Lien Purchasers to the bank account designated by the applicable First Lien Debt Representative are received in such bank account later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commissionthan 12:00 noon, New York City time. (d) If Such sale shall be expressly made without representation or warranty of any kind by the Purchase Option is exercisedFirst Lien Secured Parties as to the First Lien Obligations, at the closing of Collateral or otherwise and without recourse to any First Lien Secured Party, except that the Transfer, applicable First Lien Secured Party shall represent and warrant severally as to the First Lien Obligations then owing to it: (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to that such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), applicable First Lien Secured Party owns such First Lien Obligations; and (ii) that such applicable First Lien Secured Party has the Class A Member shall take the following actions: (A) the Class A Member shall Transfer necessary corporate or other governing authority to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to assign such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***interests. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. The Shares shall be subject to the following option (the "Purchase Option"): (a) In the event that, prior to the termination of this Agreement, the Shareholder ceases to be continuously employed by the Company, or a parent, subsidiary, successor or affiliate of the Company (any such other company being a "Related Company"), the Company may exercise the Purchase Option as to any or all of the Shares then subject to the Purchase Option. For the purpose of this paragraph 1, the Shareholder's "continuous employment" shall cease when the Shareholder ceases to be actively employed by the Company or a Related Company, as determined in the reasonable discretion of the Board of Directors of the Company. The Class B Member date when continuous employment ceases is hereinafter referred to as the "Termination Date." (or any Affiliate of a Class B Member designated b) The Purchase Option may be exercised by it) shall have the right, Company at any time within one hundred eighty ninety (18090) days after the Flip Termination Date, provided that the Termination Date is prior to acquire all the termination of this Agreement. The Purchase Option shall entitle the Company to purchase from the Shareholder, at a price per share of $.20 (appropriately adjusted for any stock split, dividend, combination, or other recapitalization) (the "Repurchase Price"), up to but not less exceeding a number of Shares determined in accordance with the following table: ----------------------------------------------------------------------------- Period of Continuous Employment From Number of Shares Subject to Purchase Date Hereof to Termination Date Option ------------------------------------ --------------------------------------- ----------------------------------------------------------------------------- Less than all12 months 1,000,000 ----------------------------------------------------------------------------- 12 months 760,000 ----------------------------------------------------------------------------- Each additional month after 12 months 20,000 fewer shares ----------------------------------------------------------------------------- 50 months 0 shares ----------------------------------------------------------------------------- (c) The Purchase Option, if exercised by the Company, shall be exercised by written notice signed by an officer or director of the Class A Membership Interests Company after approval by the Board of Directors and shall be delivered to the Shareholder on or prior to the expiration of the 90-day period referred to in paragraph (b) above. The Company may pay for the “Purchase Option”Shares it has elected to repurchase (i) by delivery to the Shareholder of a check in the amount of the aggregate Repurchase Price for the number of Shares being repurchased, (ii) by cancellation of an amount of the Shareholder's indebtedness to the Company equal to the aggregate Repurchase Price for the number of Shares being repurchased or (iii) by a combination of (i) and (ii), upon giving . Payment of the Class A Member thirty (30) calendar days’ prior written Repurchase Price shall be completed as promptly as practicable after notice of an election exercise of the Purchase Option is delivered to the Shareholder. (d) In the event that, in connection with any exercise of the Purchase Option under this Agreement, the Company elects to exercise the Purchase Option (as to fewer than all the “Exercise Notice”). Any Exercise NoticeShares then subject thereto, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred shall expire as to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, Shares that the obligation of the Class B Member Company has not elected to pay such expenses pursuant to this sentence shall not exceed $***repurchase. (e) The Class B Member may transfer its rights set forth in Notwithstanding subsections (b) and (c) of this Section, the Company shall be entitled for a period of one year from the Termination Date (rather than 90 days) to give notice to the Shareholder and to purchase the shares to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of the Shares from causing other capital stock of the Company to not qualify as "small business stock" under Section 9.4 to any 1202 of its Affiliatesthe Internal Revenue Code of 1986, as amended.

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) shall have the right, at any time within one hundred eighty (180) days after the Flip Date, Company hereby grants to acquire all (but not less than all) of the Class A Membership Interests CRP an option (the “Purchase Option”)) to purchase all or a portion of the Subsequent D Shares together with Subsequent Warrants to purchase 66 2/3 shares of Common Stock (rounded to the nearest whole shares) for each Subsequent D Share purchased, upon giving the Class A Member thirty at a price of $1,000 per Subsequent D Share. The Purchase Option shall be exercisable at any time that is on or prior to September 4, 2006 as follows: (30a) calendar days’ prior written notice of an election If CRP determines that it would like to exercise the Purchase Option (the “Exercise Notice”). Any Exercise NoticeOption, if given, may be revoked by the Class B Member by then CRP shall send a written notice to the Class A Member Company and ABRY indicating its interest in exercising the Purchase Option (“CRP Exercise Notice”) at any time; provided that if the time prior to September 4, 2006. The CRP Exercise Notice is so revokedshall indicate the number of Subsequent D Shares and the corresponding number of Warrants to be purchased by CRP. (i) If CRP exercises the Purchase Option on or prior to September 4, 2006 and delivers a CRP Exercise Notice that indicates that it has elected to purchase 100% of the Class B Member Subsequent D Shares and the corresponding number of Warrants, then CRP shall reimburse the Class A Member for be obligated to purchase all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) Subsequent D Shares and the reasonable legal counsel fees and disbursements) incurred by corresponding number of Warrants as set forth in the Class A Member in connection with such CRP Exercise Notice being given in exchange for the Subsequent Purchase Price at the Subsequent Closing in accordance with Section 3.3 below. If CRP purchases the Subsequent D Shares and the Class A Membercorresponding number of Warrants pursuant this Section 3.2(a)(i), CRP shall be deemed to be the “Subsequent Purchaser” for purposes of Section 3.3 below and a “Purchaser” for all purposes of this Agreement as if it had executed the same. (ii) If CRP exercises the Purchase Option on or prior to September 4, 2006 and delivers a CRP Exercise Notice that indicates that it has elected to purchase less than 100% of the Subsequent D Shares and the corresponding number of Warrants, then (A) CRP shall be obligated to purchase the number of Subsequent D Shares and the corresponding number of Warrants as set forth in the CRP Exercise Notice in exchange for the Subsequent Purchase Price at the Subsequent Closing in accordance with Section 3.3 below and (B) ABRY may elect to purchase all or a portion of the balance of the Subsequent D Shares and the corresponding number of Warrants by delivering written notice (“ABRY Exercise Notice”) of such election to the Company as soon as practical after ABRY’s activities related theretoreceipt of the CRP Exercise Notice. If ABRY elects to purchase any such the Subsequent D Shares and the corresponding number of Warrants, ABRY shall deliver an ABRY Exercise Notice, indicating the number of Subsequent D Shares and the corresponding number of Warrants to be purchased by ABRY. Upon delivery of the ABRY Exercise Notice, ABRY shall be obligated to purchase the number of the Subsequent D Shares and the corresponding number of Warrants as set forth in the ABRY Exercise Notice in exchange for the Subsequent Purchase Price at the Subsequent Closing in accordance with Section 3.3 below. If CRP and/or ABRY purchase any Subsequent D Shares and the corresponding number of Warrants pursuant this Section 3.2(a)(ii), each of CRP and/or ABRY shall be deemed to be a “Subsequent Purchaser” for purposes of Section 3.3 below. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to If CRP does not exercise the Purchase Option during on or prior to September 4, 2006 by failing to deliver a CRP Exercise Notice or by delivering a notice indicating that CRP is not exercising the period referred to in Section 9.4(a) (such amountPurchase Option, the “Option Purchase Price”) will be the higher of: then (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which Purchase Option shall be final and binding on all Members), terminate and (ii) $***. (c) If ABRY may elect to purchase all or a portion of the Purchase Option is exercised, Subsequent D Shares and the closing corresponding number of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Warrants by delivering an ABRY Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to Company as soon as practical after CRP indicates that it is not exercising the Purchase Option. Upon ABRY’s delivery of the ABRY Exercise Notice, ABRY shall be obligated to purchase the number of the Subsequent D Shares and the corresponding number of Warrants as set forth in the ABRY Exercise Notice in exchange for the Subsequent Purchase Price at the Subsequent Closing in accordance with Section 3.3 below. If ABRY purchases any Subsequent D Shares and the corresponding number of Warrants pursuant this Section 3.2(b), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member ABRY shall be deemed to have made be the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer “Subsequent Purchaser” for purposes of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***3.3 below. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (a) The Class B Member (or any Affiliate If Lessee elects the Purchase Option in accordance with Section 14 of a Class B Member designated by it) this Agreement, Lessee shall have the rightoption to purchase all but not less than all of the Equipment in this Lease from Lessor for an amount equal to the then fair market value of the Equipment as agreed by Lessee and Lessor, at any time within or if they shall fail to agree, as determined by the Appraisal Procedure (such amount, the “Lessee Purchase Option Amount”). The Purchase Option shall be consummated as of the close of business on the closing date set forth in Lessee’s notice or on such other date the Parties may otherwise agree (the “Lessee Purchase Date”). (b) So long as no Default shall have occurred and be continuing, Lessee shall have the right to purchase all but not less than all of the Equipment described in this Lease from Lessor (the "Early Buyout Option") for the fixed amount set forth in the Rental Schedule to this Lease (the "Early Buyout Option Amount") on the date of such Early Buyout Option as set forth in the Rental Schedule to this Lease. Lessee may exercise the Early Buyout Option by giving Lessor irrevocable written notice not earlier than one hundred eighty (180) days after and not later than ninety (90) days prior to the Flip Date, to acquire all (but not less than all) date of the Class A Membership Interests (the “Purchase Option”), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Early Buyout Option (the “Exercise Notice”)in this Lease. Any Exercise Notice, if given, may The Early Buyout Option shall be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests consummated as of the Flip Date as agreed by close of business on the Class A Member and date of the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by Early Buyout Option in this Lease or on such other date the Class A Member and Parties may otherwise agree (the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members"Lessee Early Buyout Date"), and (ii) $***. (c) If Lessee elects to exercise the Purchase Option is exercisedor Early Buyout Option, the closing of such Transfer shall occur then on the Business Day that is Lessee Purchase Date or the Lessee Early Buyout Date, as the case may be, Lessee shall pay to Lessor (i) sixty (60) calendar days after the applicable Exercise Notice is given Lessee Purchase Option Amount or the Early Buyout Option Amount, as applicable, and all sales, use, value added and other taxes required to be indemnified by the Lessee pursuant to Section 10 plus (ii) any unpaid Rent and any other outstanding amount due under this Agreement on or before such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commissiondate. (d) If the Purchase Option Upon payment of all sums specified in this Section 16 and so long as no Default has occurred and is exercisedcontinuing, this Lease shall terminate, all amounts in any Accounts shall be returned to Lessee and, at the closing request of the TransferLessee, (i) the Class B Member Lessor shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 the Equipment to any of its Affiliatesthe Lessee on an “as is,” “where is” basis without representation or warranty.

Purchase Option. If there is (a) The Class B Member an acceleration of the ABL Obligations in accordance with the ABL Credit Agreement or (b) the commencement of an Insolvency Proceeding (each a “Purchase Event”), then Term Loan Creditors or any Affiliate nominees thereof who are Affiliates of the Term Loan Creditors or Term Lender and who agree to bound to this Agreement (“Purchasers”) may, within 45 calendar days of the first such Purchase Event to occur (unless such 45th day is not a Class B Member designated by it) Business Day in which event the period shall have be extended to the rightnext Business Day), at any time within one hundred eighty (180) days after the Flip Dateand not afterwards, to acquire all (purchase all, but not less than all) , of the Class A Membership Interests ABL Obligations other than the Excess ABL Obligations (the “Purchase OptionObligations”), upon giving ) for the Class A Member thirty (30) calendar days’ prior written Purchase Price. The ABL Agent shall provide notice of the occurrence of a Purchase Event of the kind in Section 5.1(a) (an election to exercise the Purchase Option (the “Exercise Acceleration Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice ) to the Class A Member at any timeTerm Lender; provided that if any failure to provide such notice shall not be a default or breach of this Agreement, but the Exercise time periods in Section 5.2 shall not begin to run until such notice has been sent. Such Acceleration Notice is so revoked, the Class B Member shall reimburse the Class A Member for all contain a good faith estimate of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding outstanding ABL Obligations on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through about the date of such closingAcceleration Notice, it being understood that the ABL Obligations include a revolving credit facility, pursuant to which Borrowers may borrow, repay and re-borrow amounts thereunder, that any such good faith estimate will be subject to such borrowings and repayments. Notwithstanding anything in the ABL Documents to the contrary, no consent of any Obligor to such purchase shall be required. Such purchase will be made pursuant to an “Assignment” (2) as such term is defined in the Class A Member shall have no further rights ABL Credit Agreement in effect as a Memberof the date hereof, but including only those representations and warranties of the Assignor thereunder as are specified in Section 5.6), whereby the Purchasers will assume all funding commitments, if any, and Obligations of ABL Creditors under the ABL Documents, and (3) otherwise be subject to the terms and conditions of this Section 5. Each ABL Creditor will retain all rights to indemnification provided in the rightsrelevant ABL Documents for all claims and other amounts relating to facts and circumstances relating to such ABL Creditor’s holdings of the ABL Obligations (except to the extent such claims and other amounts were included in the Purchase Price), obligations and liabilities associated with such rights shall be secured by the Class A Membership Interests that are Liens securing the subject ABL Obligations. No amendment, modification or waiver following any purchase under this Section 5 of any indemnification provisions under the ABL Documents shall be effective as to any ABL Creditor or any Affiliate or officer, director, employee or other related indemnified person of such Transfer ABL Creditor (“Indemnified ABL Person”) without the prior written consent of such Indemnified ABL Person, and such indemnification provisions shall become continue in full force and effect for the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation benefit of the Class B Member to pay such expenses pursuant to this sentence shall Indemnified ABL Persons whether or not exceed $***any ABL Documents otherwise remain in effect. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

Purchase Option. (i) If Administrative Agent shall notify the ABL Term Loan Agent of its intention to (by itself or at the direction of the Required Lenders) sell, lease or otherwise dispose of all or substantially all of the Collateral whether by private or public sale in accordance with the immediately preceding paragraph; provided that any notice from Administrative Agent to the ABL Term Loan Agent of the Administrative Agent’s intention to conduct such a sale shall be delivered by the Administrative Agent to the ABL Term Loan Agent not less than five (5) Business Days prior to the commencement of any such sale (the foregoing event is referred to herein as a) The Class B Member (or any Affiliate of a Class B Member designated by it) , “Purchase Option Event”), the ABL Term Lenders shall have the right, at any time within one hundred eighty (180) days after the Flip Date, opportunity to acquire purchase all (but not less than all) of the Class A Membership Interests Obligations (other than the “Purchase Option”ABL Term Obligations), upon giving the Class A Member thirty (30) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that such option shall expire if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred applicable ABL Term Lenders fail to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in deliver a written notice (a “Revolving Purchase Notice”) to the Class B Member no later than Administrative Agent within five (5) Business Days following the first date the ABL Term Loan Agent obtains knowledge of the occurrence of a Purchase Option Event, which Revolving Purchase Notice shall (A) be signed by the applicable ABL Term Lenders committing to such purchase (the “Revolving Purchasing Creditors”) and indicate the percentage of the Obligations (other than the ABL Term Obligations) to be purchased by each Revolving Purchasing Creditor (which aggregate, commitments must add up to one, hundred percent (100%) of the Obligations (other than the ABL Term Obligations)) and (B) confirm that the offer contained therein is, irrevocable. Upon receipt of such Revolving Purchase Notice by the Administrative Agent, the Revolving Purchasing Creditors shall have, from, the date of delivery thereof to and including the date that is five (5) Business Days after the Revolving Purchase Notice was received by the Administrative Agent to purchase all (but not less than all) of the Obligations (other than the ABL Term Obligations) (the date of such purchase, the “Revolving Purchase Date”). (ii) On the Revolving Purchase Date the Administrative Agent and the other Revolving Secured Parties shall, subject to any required approval of any Governmental Authority, if any, sell to the Revolving Purchasing Creditors, all (but not less, than all) of the Obligations, (other than the ABL Term Obligations). On such Revolving Purchase Date, the Revolving Purchasing Creditors shall (i) pay to the Administrative Agent, for the benefit of the Credit Parties (other than the ABL Term Credit Parties),as directed by the Administrative Agent, in immediately available funds the full amount (at par) of all Obligations (other than the ABL Term Obligations) together with all accrued and unpaid interest and fees thereon, all in the amounts specified by the Administrative Agent and determined in good faith in accordance with the Loan Documents or other applicable documents, (ii) furnish such amount of cash collateral in immediately available funds as the Administrative Agent determines is reasonably necessary to secure the Credit Parties (other than the ABL Term Credit Parties) on terms reasonably satisfactory to the Administrative Agent in connection with any (x) asserted indemnification claims, and (v) all Obligations (other than the ABL Term Obligations) in respect of or relating to Letters of Credit but not in any event in an amount greater than 103% thereof, and (iii) agree to reimburse the Credit Parties (other than the ABL Term Credit Parties) for any loss, cost, damage or expense resulting from the granting of provisional credit for any checks, wire or ACID transfers that are reversed or not final or other payments provisionally credited to the Obligations (other than the ABL Term Obligations) and as to which the Administrative Agent and the other Credit Parties (other than the ABL Term Credit Parties) have not yet received final payment as of the Revolving Purchase Date. Such purchase price shall be remitted by wire transfer in immediately available funds to such bank account of the Administrative Agent (for the benefit of the applicable Credit Parties) as the Administrative Agent shall have specified in writing to the ABL Term Loan Agent, Interest and fees shall be calculated to but excluding the Revolving Purchase Date if the amounts so paid by the applicable Revolving Purchasing Creditors to the bank account designated by the Administrative Agent are received in such bank account prior to 11:00 a.m. and interest shall be calculated to and including such Revolving Purchase Date if the closing date for amounts so paid by the Transfer Revolving Purchasing Creditors to the bank account designated by the Administrative Agent are received in such bank account after 11:00 a.m. Notwithstanding anything to the contrary contained in the Loan Documents, the Loan Parties hereby consent to and approve the assignment of the Obligations (other than the ABL Term Obligations) contemplated by this Section. (iii) Any purchase pursuant to the Purchase Optionpurchase option described in this Section shall, except as provided below, be expressly made without representation or warranty of any kind by the Administrative Agent or the other Credit Parties (other than the ABL Term Credit Parties) as to the Obligations, the Collateral or otherwise, and without recourse to the Administrative Agent and the other Credit Parties (other than the ABL Term Credit Parties) as to the Obligations, the Collateral or otherwise, except that the Administrative Agent and each of the other Credit Parties (other than the ABL Term Credit Parties), as to itself only, shall represent and warrant only as to (i) the principal amount of the Obligations being sold by it, (ii) that such Person has not created any Lien on, or sold any participation in any Obligations being sold by it and, (iii) that such Person has the Class A Member shall take right to assign the following actions: Obligations being assigned by it. (Aiv) In connection with any purchase of Obligations (other than the Class A Member shall Transfer ABL Term Obligations) pursuant to this Section, each Credit Party (other than the ABL Term Credit Parties) agrees to enter into and deliver to the Class B MemberRevolving Purchasing Creditors on the Revolving Purchase, Date, as a condition to closing, an assignment agreement substantially in the form of Exhibit A to this Agreement or any other form approved by the Administrative Agent and, at the expense of the Loan Parties, each of the Credit Parties (other than the ABL Term Credit Parties) shall deliver all rightpossessory Collateral (if any), title together with necessary endorsements and interest other documents (including any applicable stock powers or note powers), then in and such Credit Party’s possession or in the possession of its agent or bailee, or turn over control as to any pledged Collateral, deposit accounts or securities accounts of which such Credit Party or its agent or bailee then has control, as the case may be, to the Class A Membership Interests, free ABL Term Loan Agent to act as the successor Administrative Agent and clear Collateral Agent and otherwise take such actions as may by reasonably appropriate to effect an orderly transition to the ABL Term Loan Agent to act as the successor Administrative Agent and Collateral Agent. Upon the consummation of all Liens the purchase of the Obligations other than Permitted Encumbrances; (B) the Class A Member ABL Term Obligations pursuant to this Section the Administrative Agent and Collateral Agent shall be deemed to have made resigned as an “agent” or “administrative agent” or “collateral agent” or any similar role) for the representations on Schedule 9 attached hereto Credit Parties, under the Loan Documents; provided the Administrative Agent and Collateral Agent (and all other agents under this Agreement) shall be entitled to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by rights and benefits of a former “agent” or “administrative agent” or “collateral agent” under this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***Agreement. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

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

Purchase Option. (a) The Class B Member (or any Affiliate Following the issuance of a Class B Member designated by it) an effective date for the Public Report for the Project, Licensee shall have a right to purchase the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests fee simple interest (the “Purchase Option”)) in the Converted CPR Ag Lot to be created by the Development, upon giving subject to the Class A Member thirty following: (30a) calendar days’ prior written notice of an election to Provided Licensee is not then in default under this Agreement, Licensee may exercise the Purchase Option for the Purchase Price (defined below) at any time following the issuance of an effective date for the Public Report (the “Exercise NoticeOption Open Date”). Any Exercise Notice, if given, may be revoked by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and ending on the reasonable legal counsel fees and disbursements) incurred by the Class A Member last day of this Agreement, as set forth in connection with such Exercise Notice being given and the Class A Member’s activities related theretothis Section 3. (b) The consideration purchase price for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) Converted CPR Ag Lot (such amount, the “Option Purchase Price”) will shall be equal to the higher of: sum of (i) $130,000 per acre within the fair market value Converted CPR Ag Lot, based on the area of the Class A Membership Interests as of Converted CPR Ag Lot shown in the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice CPR Documents rounded to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option)nearest thousandth of an acre, and plus (ii) the Class A Member shall take conversion fee (the following actions: (A“Conversion Fee”) set forth in the Class A Member shall Transfer to the Class B Membertable below, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations which is calculated based on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closingthe Fee Simple Closing of the Converted CPR Ag Lot. Licensee shall receive a credit equal to the 99-Year Fee set forth in Section 1(e) of the Specific Provisions of this Agreement against the Purchase Price, as described in Section 7 of Addendum C. As used in this Addendum D, “Fee Simple Closing” shall mean the date of the recordation of the instrument conveying the Converted CPR Ag Lot to Licensee (2) the Class A Member shall have no further rights as “Unit Deed”), in a Member, and (3) all the rights, obligations and liabilities associated form registered with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member REC in connection with the Transfer, including reasonable attorneys’ fees and Public Report. Within the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that first year following Option Open Date $1.00 Within the obligation second year following Option Open Date $1,000.00 Within the third year following Option Open Date $10,000.00 Within the fourth year following Option Open Date $20,000.00 Commencing on the first day of the Class B Member fifth year following the Option Open Date and each year thereafter, the Conversion Fee shall increase annually over the Conversion Fee for the immediately preceding year by the greater of: (a) the Cost of Living Factor; or (b) five percent (5%). As used herein, “Cost of Living Factor” shall be a factor whose numerator is the annual index figure stated in the Consumer Price Index (“CPI”) for all items for the “Standard Metropolitan Statistical Area of Honolulu, Hawaii, All Urban Consumers” published by the Bureau of Statistics of the United States Department of Labor (1982-1984 = 100) in effect on the applicable annual anniversary of the Option Open Date (the “CPI Measurement Date”), and whose denominator is the annual CPI in affect one (1) year prior to pay such expenses pursuant the applicable CPI Measurement Date. If no separate CPI for Honolulu is published, the CPI shall be the “Consumer Price Index” applicable to this sentence the area in which Honolulu is included, if any, and otherwise, the national “Consumer Price Index”. If the CPI is discontinued, the Cost of Living Factor shall not exceed $***be based on comparable statistics on changes in purchasing power of the consumer dollar for the applicable periods, as published by a responsible financial periodical report. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

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

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

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

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

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

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) shall have the right, If at any time within one hundred eighty (180) days time, on or after the Flip Closing Date, the Issuers shall desire to acquire all issue any additional notes under the Indenture or the Exchange Notes Indenture (but not less other than allthe Notes and the Exchange Offer Notes to be issued on the Closing Date pursuant to this Agreement or in connection with the Exchange Offer) of the Class A Membership Interests (any such additional notes, the “Purchase OptionAdditional Notes”), upon giving the Class A Member thirty Note Purchasers shall have a right of first offer over such Additional Notes at the lower of 97.0% of the principal amount of any such Additional Notes and the Market Price, which shall be exercised in the following manner: (30i) calendar days’ At least 30 days prior to the contemplated date of issuance of any such Additional Notes, the Issuers shall provide the Note Purchasers with written notice of their desire to issue any such Additional Notes (an election to exercise the Purchase Option (the “Exercise Issuance Notice”). Any Exercise NoticeThe Issuance Notice shall specify the issuance date of such Additional Notes, if giventhe principal amount of Additional Notes that the Issuers wish to issue, may whether the Additional Notes are to be revoked issued under the Indenture or the Exchange Notes Indenture and any other terms and conditions material to the issuance proposed by the Class B Member Issuers; (ii) Each of (x) GSO Capital Partners LP and its Related Funds, collectively, and (y) Anchorage Capital Master Offshore, Ltd and PCI Fund, LLC and their respective Related Funds, collectively (each of the foregoing groups in clauses (x) and (y), a “ROFO Party”), shall have a period of up to 10 days following receipt of the Issuance Notice to elect to exercise its right of first offer with respect to up to 50% of the Additional Notes contemplated to be issued, by written delivering notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing Issuers of such Transfer shall occur on the Business Day that is election (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closingnotice, the “Election Date”). Any ultimate purchase of the Additional Notes shall be effectuated pursuant to definitive documentation substantially in the form of this Agreement, with any appropriate changes as reasonably requested by the Issuers and the ROFO Parties electing to exercise their rights to purchase Additional Notes as provided in this Section 8.14 (2) the Class A Member shall have no further rights as a Member“Electing Purchasers”), and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees Issuers and the amount of any salesElecting Purchasers hereby agree to cooperate and negotiate in good faith, useand seek to execute such definitive documentation promptly following the Election Date, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that to the obligation extent any ROFO Party elects to purchase none, or less than 50%, of such Additional Notes, the Issuers shall promptly notify any Electing Parties, if any, of the Class B Member same, and any such Electing Parties shall be provided an additional 5 days period to pay such expenses pursuant elect to this sentence shall further purchase any Additional Notes not exceed $***elected to be purchased. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates.

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

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

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

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

Purchase Option. (a) The Class B Member (or any Affiliate of a Class B Member designated by it) Subject to the Issuance Cap, Lender shall have the right, at any time within one hundred eighty (180) days after the Flip Date, to acquire all (but not less than all) of the Class A Membership Interests option in accordance with this Section 2.09 (the “Purchase Option”) to purchase $14 million of shares of Common Stock (the “PIPE Purchase Price”), upon giving plus an additional amount of Common Stock up to the Class A Member then remaining Available Amount (such additional amount, the “Additional Amount”), in a private placement on the terms set forth in the form of Securities Purchase Agreement attached hereto as Exhibit D (the “PIPE” and the shares of Common Stock sold in the PIPE, the “PIPE Shares”). Promptly after the date the Trailing VWAP first reaches at least $10.00 per share (the “PIPE Threshold Date”), Borrower shall give Lender notice of the occurrence of the PIPE Threshold Date, and the Purchase Option shall thereafter be exercisable by written notice from Lender to Borrower within three (3) Business Days after receipt of notice from the of the PIPE Threshold Date, and such notice shall specify any Additional Amount to be purchased in the PIPE. The PIPE shall be consummated no more than thirty (30) calendar days’ prior written days after the delivery of the notice from Borrower of an election to the PIPE Threshold Date (the “PIPE Outside Date”). Upon the exercise of the Purchase Option, the Available Amount shall be reduced by the amount of the Additional Amount specified in the notice from Lender, if any. If Lender has exercised the Purchase Option (and Borrower has satisfied all applicable closing conditions for the “Exercise Notice”). Any Exercise Notice, if given, may be revoked PIPE but the PIPE has not been consummated by the Class B Member PIPE Outside Date, Lender shall forfeit to Borrower for cancellation the Commitment Shares or an equal number of shares of Common Stock held by written Lender and the Available Amount shall thereafter again be increased by the Additional Amount that had been specified in the notice to from Lender. To the Class A Member at any time; provided that if the Exercise Notice is so revokedextent that, the Class B Member shall reimburse the Class A Member for all as a result of consummation of the Class A Member’s incurred costs PIPE, Lender and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member in connection with such Exercise Notice being given and the Class A Member’s activities related thereto. (b) The consideration for the Transfer of the Class A Membership Interests to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member (or, if they are unable to agree upon a single appraiser within fifteen (15) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), and (ii) $***. (c) If the Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) sixty (60) calendar days after the applicable Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) If the Purchase Option is exercised, at the closing of the Transfer, (i) the Class B Member shall pay the consideration described in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), and (ii) the Class A Member shall take the following actions: (A) the Class A Member shall Transfer to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***. (e) The Class B Member may transfer its rights set forth in this Section 9.4 to any of its Affiliates, including D▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, would otherwise own shares of Common Stock in excess of the Beneficial Ownership Limitation, Borrower shall sell and issue to Lender in the PIPE, in lieu of PIPE Shares, Pre-Funded Warrants exercisable for the number of shares of Common Stock that would otherwise have been issued as PIPE Shares, at a purchase price per warrant of the price of such PIPE Shares minus $0.0001 and with an exercise price of $0.0001 per share.

Purchase Option. (a) The Class B Member Notwithstanding anything in this Agreement to the contrary, on or at any time after (i) the commencement of an Insolvency or Liquidation Proceeding, (ii) the acceleration of the Priority Lien Obligations or the termination of any commitments under the Priority Credit Agreement (other than by the Company), (iii) the exercise or undertaking of any enforcement action, or rights of set-off, in respect of any Collateral by any Priority Lien Secured Parties under any Priority Lien Document, (iv) the occurrence of any default or event of default under any Priority Lien Document (or upon the effectiveness of any amendment, waiver, consent or modification of any Priority Lien Documents, which would prevent the occurrence of, or waive, any default or event of default under any Priority Lien Documents), (v) the delivery of any Priority Lien Release Notice or any failure of the Priority Lien Agent to deliver any required Priority Lien Release Notice in accordance with this Agreement, (vi) the proposal of any DIP Financing, (vii) the delivery of any Section 363 Notice or the occurrence of any Section 363 Event, or (viii) the occurrence of any default or termination event under an order approving the use of cash collateral of the Priority Lien Secured Parties or any order approving a DIP Financing provided by any of the Priority Lien Secured Parties, each of the holders of the Second Lien Debt and each of their respective Affiliates or designees (such holders and their respective Affiliates that make such election, the “Second Lien Purchasers”) will have the several right, at their respective sole option and election (but will not be obligated) (provided that in the event of a conflicting or inconsistent exercise of such election by more than one Second Lien Purchaser, the ROFO Agent, in its sole discretion, shall determine which election(s) shall be valid and effective for purposes of this Section 3.06, it being understood that if ▇▇▇▇▇▇▇ Watsa Investment Counsel Ltd. (or any Affiliate of a Class B Member designated by itits affiliates) shall have the right, exercised such right at any time it shall have preference over any such right of any other Second Lien Purchasers) at any time upon prior written notice from (or on behalf of) the Second Lien Purchasers to the Priority Lien Agent, to purchase from the Priority Lien Secured Parties (A) all (but not less than all) Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (B) if applicable, all loans (and related obligations, including interest, fees and reasonable and documented expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase. Promptly following the receipt of such notice, the Priority Lien Agent will deliver to the Second Lien Representatives a statement of the amount of Priority Lien Debt, other Priority Lien Obligations (other than any Priority Lien Obligations constituting Excess Priority Lien Obligations) and DIP Financing (including interest, fees, expenses and other obligations in respect of such DIP Financing) provided by any of the Priority Lien Secured Parties, if any, then outstanding and the amount of the cash collateral requested by the Priority Lien Agent to be delivered pursuant to Section 3.06(b)(ii) below. The right to purchase provided for in this Section 3.06 will expire unless, (1) within one hundred eighty (180) days 20 Business Days after the Flip Datereceipt by the Second Lien Representatives of such statement of obligations from the Priority Lien Agent, any Second Lien Representative delivers to acquire the Priority Lien Agent an irrevocable commitment of the Second Lien Purchasers to purchase (A) all (but not less than all) of the Class A Membership Interests Priority Lien Obligations (the “Purchase Option”)including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (B) if applicable, upon giving the Class A Member thirty all loans (30and related obligations, including interest, fees and expenses) calendar days’ prior written notice of an election to exercise the Purchase Option (the “Exercise Notice”). Any Exercise Notice, if given, may be revoked provided by the Class B Member by written notice to the Class A Member at any time; provided that if the Exercise Notice is so revoked, the Class B Member shall reimburse the Class A Member for all of the Class A Member’s incurred costs and expenses (including the costs of any appraisal referred to in Section 9.4(b) and the reasonable legal counsel fees and disbursements) incurred by the Class A Member Priority Lien Secured Parties in connection with a DIP Financing and to otherwise complete such Exercise Notice being given purchase on the terms set forth under this Section 3.06, and the Class A Member’s activities related thereto(2) within an additional 10 Business Days, closes such purchases provided below. (b) The consideration for On the Transfer date specified by any Second Lien Representative (on behalf of the Class A Membership Interests Second Lien Purchasers) in such irrevocable commitment (which shall not be less than five Business Days nor more than 15 Business Days, after the receipt by the Priority Lien Agent of such irrevocable commitment), the Priority Lien Secured Parties shall sell to the Class B Member pursuant to the Purchase Option during the period referred to in Section 9.4(a) (such amount, the “Option Purchase Price”) will be the higher of: Second Lien Purchasers (i) the fair market value of the Class A Membership Interests as of the Flip Date as agreed by the Class A Member and the Class B Member or, if they are unable to agree, by appraisal conducted by an appraiser selected jointly by the Class A Member and the Class B Member all (or, if they are unable to agree upon a single appraiser within fifteen but not less than all) Priority Lien Obligations (15including unfunded commitments) days, by appraisal in accordance with the Appraisal Method, which shall be final and binding on all Members), other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (ii) $***if applicable, all loans (and related obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such sale, subject to any required approval of any Governmental Authority then in effect, if any, and only if on the date of such sale, the Priority Lien Agent receives the following: (i) payment, as the purchase price for all Priority Lien Obligations sold in such sale, of an amount equal to the full amount of (i) all Priority Lien Obligations (other than outstanding letters of credit as referred to in clause (ii) below) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (ii) if applicable, all loans (and related obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing then outstanding (including principal, interest, fees, reasonable attorneys’ fees and legal expenses, but excluding contingent indemnification obligations for which no claim or demand for payment has been made at or prior to such time); provided that in the case of Hedging Obligations that constitute Priority Lien Obligations the Second Lien Purchasers shall cause the applicable agreements governing such Hedging Obligations to be assigned and novated or, if such agreements have been terminated, such purchase price shall include an amount equal to the sum of any unpaid amounts then due in respect of such Hedging Obligations, calculated using the market quotation method and after giving effect to any netting arrangements; (ii) a cash collateral deposit in such amount as the Priority Lien Agent determines is reasonably necessary to secure the payment of any outstanding letters of credit constituting Priority Lien Obligations that may become due and payable after such sale (but not in any event in an amount greater than one hundred five percent (105%) of the amount then reasonably estimated by the Priority Lien Agent to be the aggregate outstanding amount of such letters of credit at such time), which cash collateral shall be (A) held by the Priority Lien Agent as security solely to reimburse the issuers of such letters of credit that become due and payable after such sale and any fees and expenses incurred in connection with such letters of credit and (B) returned to the Second Lien Collateral Trustee (except as may otherwise be required by applicable law or any order of any court or other Governmental Authority) promptly after the expiration or termination from time to time of all payment contingencies affecting such letters of credit (and, in all events, within 5 Business Days after Priority Lien Agent’s knowledge of such expiration or termination); and (iii) any customary agreements, documents or instruments which the Priority Lien Agent may reasonably request pursuant to which the applicable Second Lien Representatives (or any other representative appointed by the holders of a majority in aggregate principal amount of the Second Lien Debt then outstanding) and the Second Lien Purchasers in such sale expressly assume and adopt all of the obligations of the Priority Lien Agent and the Priority Lien Secured Parties under the Priority Lien Documents and in connection with loans (and related obligations, including interest, fees and expenses) provided by any of the Priority Lien Secured Parties in connection with a DIP Financing on and after the date of the purchase and sale and the applicable Second Lien Representatives (or any other representative appointed by the holders of a majority in aggregate principal amount of the Second Lien Debt then outstanding) becomes a successor agent thereunder. (c) If Such purchase of the Purchase Option is exercised, Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the closing Priority Lien Secured Parties in connection with a DIP Financing shall be made on a pro rata basis among the Second Lien Purchasers giving notice to the Priority Lien Agent of their interest to exercise the purchase option hereunder according to each such Transfer Second Lien Purchaser’s portion of the Second Lien Debt outstanding on the date of purchase or such portion as such Second Lien Purchasers may otherwise agree among themselves. Such purchase price and cash collateral shall occur on be remitted by wire transfer in federal funds to such bank account of the Priority Lien Agent as the Priority Lien Agent may designate in writing to the Second Lien Collateral Trustee for such purpose. Interest shall be calculated to but excluding the Business Day that is (i) sixty (60) calendar days after on which such sale occurs if the applicable Exercise Notice is given or (ii) amounts so paid by the Second Lien Purchasers to the bank account designated by the Priority Lien Agent are received in such bank account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such Business Day if the amounts so paid by the Second Lien Purchasers to the bank account designated by the Priority Lien Agent are received in such bank account later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Laws. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commissionthan 12:00 noon, New York City time. (d) If Such sale shall be expressly made without representation or warranty of any kind by the Purchase Option is exercisedPriority Lien Secured Parties as to the Priority Lien Obligations, at the closing Collateral or otherwise and without recourse to any Priority Lien Secured Party, except that the Priority Lien Secured Parties shall represent and warrant severally as to the Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Transfer, Priority Lien Secured Parties in connection with a DIP Financing then owing to it: (i) that such applicable Priority Lien Secured Party own such Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Class B Member shall pay the consideration described Priority Lien Secured Parties in Section 9.4(b) (by wire transfer of immediately available United States dollars to such United States bank accounts as the Class A Member may designate in connection with a written notice to the Class B Member no later than five (5) Business Days prior to the closing date for the Transfer pursuant to the Purchase Option), DIP Financing; and (ii) that such applicable Priority Lien Secured Party has the Class A Member shall take the following actions: (A) the Class A Member shall Transfer necessary corporate or other governing authority to the Class B Member, all right, title and interest in and to the Class A Membership Interests, free and clear of all Liens other than Permitted Encumbrances; (B) the Class A Member shall be deemed to have made the representations on Schedule 9 attached hereto to assign such Class B Member and the Company; and (C) the Class A Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class A Membership Interests contemplated by this Section 9.4. Upon the closing of such Transfer, (1) all of such Class A Member’s obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) the Class A Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class A Membership Interests that are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class A Membership Interests. The Class B Member will pay all reasonable costs and expenses incurred by the Class A Member in connection with the Transfer, including reasonable attorneys’ fees and the amount of any sales, use, realty transfer or similar Taxes payable in connection with such Transfer; provided, however, that the obligation of the Class B Member to pay such expenses pursuant to this sentence shall not exceed $***interests. (e) The Class B Member may transfer its After such sale becomes effective, the outstanding letters of credit will remain enforceable against the issuers thereof and will remain secured by the Priority Liens upon the Collateral in accordance with the applicable provisions of the Priority Lien Documents as in effect at the time of such sale, and the issuers of letters of credit will remain entitled to the benefit of the Priority Liens upon the Collateral and sharing rights set forth in the proceeds thereof in accordance with the provisions of the Priority Lien Documents as in effect at the time of such sale, as fully as if the sale of the Priority Lien Debt had not been made, but only the Person or successor agent to whom the Priority Liens are transferred in such sale will have the right to foreclose upon or otherwise enforce the Priority Liens and only the Second Lien Purchasers in the sale will have the right to direct such Person or successor as to matters relating to the foreclosure or other enforcement of the Priority Liens. (f) Each Grantor irrevocably consents to any assignment effected to one or more Second Lien Purchasers pursuant to this Section 9.4 3.06 (so long as they meet all eligibility standards contained in all relevant Priority Lien Documents, other than obtaining the consent of any Grantor to any an assignment to the extent required by such Priority Lien Documents; provided, that for purposes of determining such eligibility standards Fairfax Financial Holdings Limited and its AffiliatesAffiliates and subsidiaries (other than, for the avoidance of doubt, the Company and its Subsidiaries) and ESAS and its Affiliates and Subsidiaries (other than, for the avoidance of doubt, the Company and its Subsidiaries) shall not be deemed to be Affiliates of the Company and shall, in all events, be deemed to meet all eligibility standards contained in all relevant Priority Lien Documents) for purposes of all Priority Lien Documents and hereby agrees that no further consent from such Grantor shall be required.