Common use of Purchase Option Clause in Contracts

Purchase Option. On any Purchase Date, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price (the “Option Price”) equal to the greater of (a) the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the System.

Purchase Option. On Should Owner desire to sell the Premises, or any Purchase Datepart of the Premises, it shall so long as notify Tenant in writing. The Tenant shall have 30 days after notice to declare in writing to Owner an interest in purchasing the Subject Premises. For a Purchaser Default period of sixty days thereafter Tenant shall not have occurred and be continuing, Purchaser has the option to purchase the System subject Premises for a cash or such alternative as Tenant and Owner agrees. The purchase price (shall be determined through appraisal by a Tulare County appraiser acceptable to both Owner and Tenant without adjustment for the “Option Price”) equal existence of this Lease. If the sale is consummated to the greater of (a) Tenant at the Fair Market Value appraised value, the parties shall share equally the cost of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditionsappraisal. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option orHowever, if the Option Price Tenant will not pay the appraised value or the property is equal sold to the Fair Market Value Tenant for a price lower than the appraised value, then, in that event the Tenant shall pay the entire cost of the Systemappraisal. If sold to Tenant, Tenant shall receive credit against the purchase price for all unamortized Project improvements situated upon the subject Premises. Should Tenant not purchase the Premises and a sale takes place to dispute the determination a third party, this Lease shall terminate as of December 31 of the Fair Market Value year of the Systemsale; provided, however, that Tenant shall have unimpeded access to harvest any fruit not yet harvested following termination. In the event Purchaser confirms its exercise of a third party sale, Owner shall compensate Tenant for all unamortized Project (paragraph 9) improvements at the rate of 120% of the purchase option in writing to Provider (whether before or after any determination amount of the Fair Market Value determined pursuant unamortized balance of the Project. This option to Section 2.4)purchase shall not be transferable by Tenant. If Tenant purchases the portion of the Premises being sold, (i) the Parties an escrow shall promptly execute all documents necessary to (A) cause be opened for that purpose and Owner shall provide a policy of title insurance to the System Tenant. All customary costs and charges of escrow shall be allocated according to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser Tulare County standard. Owner shall pay no sales commission if sold to Tenant. If Tenant desires to purchase the Option Price Premises, independent of a third party offer, it shall submit a written offer to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider Owner which it shall accept or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereofreject within 60 days. In the event Purchaser retracts its exercise of, or does that the Option Property is not timely confirm, the purchase option, the provisions sold to a third party within 180 days of notice to Tenant of the Agreement shall be applicable as if intent to sell or the Purchaser had not exercised any notice is for less than the entire Premises, then the option to purchase set forth herein shall remain in full force and effect for that portion of the SystemPremises which is not sold and Owner shall give notice as required herein of any subsequent intent to sell.

Purchase Option. On any THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [ ]("Holder"), as registered owner of this Purchase DateOption, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price Selway Capital Acquisition Corporation (the “Option Price”"Company"), Holder is entitled, at any time or from time to time from the later of: (i) equal to thirty days after the greater consummation of (a) an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the Fair Market Value of the System as of the Purchase Datecase may be, or (bii) one year from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] (the Early Termination Fee as of the Purchase "Commencement Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4"), and at or before 5:00p.m., Eastern Time, ending on the earlier of (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS], free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and or (ii) Purchaser shall pay the Option Price to Provider on the Purchase Datedate in which this purchase warrant is redeemed, such payment to be made in accordance with any previous written instructions delivered the terms hereof (the "Expiration Date"), but not thereafter, to Purchaser by Provider subscribe for, purchase and receive, in whole or Provider’s Financing Partyin part, as applicable, for payments under the Agreement. Upon execution up to [____] Units of the documents and payment of the Option PriceCompany, in each case as described in the preceding sentenceProspectus of the Company dated the date hereof (the "Units") subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Agreement shall Company agrees not to take any action that would terminate automaticallythis Purchase Option. For This Purchase Option is initially exercisable at $12.50 per Unit; provided, however, that upon the avoidance occurrence of doubt, payment any of the Option Price events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units to be received upon such exercise, shall be in lieu of and instead of any payments adjusted as described in Section 2.2 hereoftherein specified. In The term "Exercise Price" shall mean the event Purchaser retracts its initial exercise ofprice or the adjusted exercise price, or does not timely confirm, depending on the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the Systemcontext.

Purchase Option. On any Purchase Date, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the A. Landlord hereby grants Tenant an option to purchase Landlord’s interest in the System for a purchase price Premises (the “Purchase Option”) on the terms and subject to the conditions set forth in this Section 3 of this Amendment. B. The term of the Purchase Option (the “Option PriceTerm”) shall be for a period of twelve (12) months commencing on December 14, 2012. During the Option Term, Landlord will not sell or offer to sell the Premises to any other party without first obtaining Tenant’s prior written consent and waiver of its Purchase Option. Upon any such sale to which Tenant has consented, Tenant’s Purchase Option shall remain in effect until the end of the Option Term. C. To exercise the Purchase Option, Tenant shall deliver written notice of exercise to Landlord (the “Notice of Purchase Option Exercise”) during the Option Term. The Notice of Purchase Option Exercise shall state the date such purchase (the “Purchase”) is to take place, which shall be no later than 60 days after the date of such notice. Upon exercise of the Purchase Option, Tenant shall be obligated to buy the Premises from Landlord, and Landlord shall be obligated to sell the Premises to Tenant, for a cash purchase price equal to the greater of (a) the Fair Market Value of the System (as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified determined in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4paragraph D), provided that (i) the Parties Tenant shall promptly execute pay all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free Option Closing Costs of both Landlord and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, Tenant and (ii) Purchaser Tenant may, for any or no reason, determine that it no longer desires to purchase the Premises, in which case Tenant will deliver written notice to Landlord of such determination prior to the scheduled closing date for the Purchase. If Tenant exercises the Purchase Option but fails to consummate the acquisition of the Premises for any reason, Tenant shall pay any Purchase Option Closing Costs incurred notwithstanding the Option Price to Provider on failed closing and the Purchase Date, such payment to be made Option will stay in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under effect until the Agreement. Upon execution of the documents and payment end of the Option PriceTerm. “Purchase Option Closing Costs” means the reasonable attorneys’ fees, if any, of Landlord and Tenant incurred in each case as described in connection with the preceding sentencePurchase, the Agreement shall terminate automatically. For escrow fees and title insurance premium for any policy of title insurance for the avoidance Premises obtained by Tenant, the cost of doubt, payment any survey of the Option Price shall be in lieu Premises obtained by Tenant and the cost of and instead of any payments as described in Section 2.2 hereof. In recording the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the SystemDeed.

Purchase Option. On any Purchase (a) For a period of [***] of the Initial Closing Date, so long as a Purchaser Default shall not Operator will have occurred and be continuing, Purchaser has the option (the "Call Option") to purchase acquire up to [***] of the System Spectrum in each Closed Market as of the Closing of such Market plus any additional Spectrum in such Closed Market which after such Closing became subject to this Agreement less any Spectrum which is no longer subject to this Agreement pursuant to the terms of this Agreement (other than any Spectrum which has been the subject to the exercise of the recapture rights, Put Option or Call Option prior to the exercise of the Call Option by Operator) by providing notice (a "Call Notice") to Sprint informing Sprint of Operator's intent to exercise the Call Option and identifying the amount of Spectrum to be transferred. The price paid by Operator to Sprint upon the closing of such Call Option (the "Call Price") will be [***] multiplied by the number of MHz Households covered by such Spectrum. The Call Notice will identify the amount of Spectrum that Operator intends to acquire. The amount of Spectrum which Operator may acquire pursuant to this Section 17.3 will be determined as of the date of such Call Notice and on a MHz Household basis in accordance with the methodology set forth on Exhibit B. The Spectrum for a purchase price given Closed Market which Operator will acquire pursuant to this Section 17.3 is herein referred to as "Call Spectrum". (b) For a period not to exceed 60 days following the “Call Notice ("Call Waiting Period"), the parties will negotiate in good faith to determine the identity of the Spectrum which will be the Call Spectrum. Such determination should be made without regard to whether Sprint intends to exercise its recapture rights following the Call Waiting Period. If Sprint intends to exercise its Put Option Price”) equal with regard to the greater remaining Spectrum (after giving effect to the Call Option exercise) in any such Closed Market for which Operator has exercised its Call Option, then Sprint will provide its Put Notice during the Call Waiting Period. Sprint may not exercise its recapture rights set forth in Section 17.1 during the 180 day period during which the Call Option may be exercised; provided that with respect to a Closed Market in which Operator has SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 68 provided its Call Notice, Sprint may provide a Recapture Notice with regard to the Operator Controlled Spectrum and any Spectrum other than the Call Spectrum during the 15 day period following the later of (a) the Fair Market Value determination of the System as of the Purchase Date, Call Spectrum or (b) the Early Termination Fee as expiration of the Purchase Date, as specified in Schedule 3, Column 2 of the Special ConditionsCall Waiting Period. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days If Sprint provides a Put Notice with respect to any Closed Market which is subject to a Call Notice prior to the proposed Purchase Dateexpiration of the Call Waiting Period, provide written notice to Provider the extent such Put Notice does not put the remainder of Purchaser’s intent to exercise its option to purchase the System on Spectrum in any such Purchase Date. Within thirty Closed Market (30) days taking into account the amount of receipt Spectrum which is the subject of Purchaser’s noticethe Call Notice), Provider shall specify then the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have Parties will, for a period not to exceed 30 days, negotiate in good faith to determine the identity of thirty the Put Spectrum and Call Spectrum. If the Parties are unable to determine the identity of the Put Spectrum and Call Spectrum, the Parties will follow the procedures set forth in Section 17.3(c) until Operator has selected the amount of Spectrum identified in the Call Notice and Put Notice for such Closed Market. (30c) days after notification to confirm or retract its decision to exercise If the purchase option or, if the Option Price is equal Parties do not reach agreement as to the Fair Market Value identity of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined Call Spectrum pursuant to Section 2.417.3(b), then (i) Sprint will divide the Parties shall promptly execute all documents necessary to Spectrum in each Closed Market into no more than [***] with each containing approximately (Awithin plus or minus [***] of an equal amount) cause title to an equal amount of Spectrum (on a MHz Household basis) and will send Operator notice of the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to PurchaserSpectrum Groupings, and (ii) Purchaser shall pay no later than 30 days after receipt of such notice, representatives of Operator and Sprint will meet at a mutually agreed upon location or telephonically and the Option Price parties will alternately select (with Operator selecting first) Spectrum Groupings until Operator has selected the amount of Spectrum identified in the Call Notice, and such Spectrum selected by Operator will constitute the Call Spectrum. The Parties acknowledge the difficulty in dividing the Spectrum in any given Closed Market in a manner that creates equal Spectrum Groupings for such Closed Market and recognize that it is likely Spectrum Groupings will not be exactly equal in terms MHz Households. (d) Following the Call Notice, Sprint and Operator will negotiate in good faith to Provider reach agreement as to the transaction documents based substantially upon the terms and conditions specified the Put/Call Term Sheet. No later than 10 days following the date on which the identity of the Call Spectrum is determined pursuant to Section 17.3 (a), (b) and (c): (i) Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's consent to an assignment of the Sprint Authorizations to Operator for any Call Spectrum (each, an "Call Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of any Call Assignment Application without conditions materially adverse to Sprint or Operator. If any person petitions the FCC to deny any Call Assignment Application, or if the FCC grants any Call Assignment Application and any person petitions for SPRINT PROPRIETARY INFORMATION EXECUTION VERSION reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies any Call Assignment Application or grants any Call Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.3(d)(i), including all application fees imposed by the FCC on the Purchase Datefiling of any Call Assignment Application and all legal fees incurred in the preparation and prosecution of any Call Assignment Application. (ii) To the extent that FCC consent is required for the assignment of any leases of any Call Spectrum which is Leased Spectrum, Sprint and Operator will prepare all application forms and related exhibits, certifications and other documents necessary to secure the FCC's consent to an assignment of the Primary Leases of any Call Spectrum which is Leased Spectrum (a "Call Leased Spectrum Assignment Application"). Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of any Call Leased Spectrum Assignment Application without conditions materially adverse to Sprint or Operator. If any person petitions the FCC to deny any Call Leased Spectrum Assignment Application, or if the FCC grants any Call Leased Spectrum Assignment Application and any person petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use then Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies any Call Leased Spectrum Assignment Application or grants any Call Leased Spectrum Assignment Application with conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use then Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.2(d)(ii), including all application fees imposed by the FCC on the filing of any Call Leased Spectrum Assignment Application and all legal fees incurred in the preparation and prosecution of the applications. (iii) To the extent that notice to the FCC is required prior to the assignment of any Primary Lease for any Call Spectrum which is Leased Spectrum, Sprint and Operator will prepare and timely file all notification forms and related exhibits, certifications and other documents necessary to notify the FCC in advance of the assignment of the Primary Lease for Call Spectrum (a "Call Leased Spectrum Assignment Notification"). Subsequently, Sprint and SPRINT PROPRIETARY INFORMATION EXECUTION VERSION Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be made required or requested by the FCC or as may be appropriate to respond to any FCC inquiry or any third party petition or complaint regarding the assignment of the lease of such Leased Spectrum in accordance with support of such assignment without conditions materially adverse to Sprint or Operator. If any previous written instructions delivered person petitions for reconsideration or review of an FCC decision affirming such assignment before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to Purchaser oppose such petition before the FCC or defend such grant by Provider the FCC. If the FCC rejects any assignment of the Primary Lease for any Leased Spectrum that is the subject of a Call Leased Spectrum Assignment Notification or Provider’s Financing imposes conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Parties incur in connection with their performance under this Section 17.3(d), including all application fees imposed by the FCC on the filing of any Call Leased Spectrum Assignment Notification and all legal fees incurred in the preparation and prosecution of the notification. (e) The closing for any Call Spectrum the ("Call Closing") which does not require the FCC's consent for the transfer contemplated pursuant to the recapture set forth herein will take place on the date which is 30 days following the date on which the identity of the Call Spectrum is determined pursuant to Sections 17.3(a), (b), and (c); provided, however, that to the extent prior notification to the FCC is required before the assignment of a Primary Lease, the Call Closing will not occur until the prior notification period established by the FCC Rules will have run and, at Operator's sole option, if the FCC initiates an inquiry or any person submits a complaint or petition challenging the lease assignment, the FCC will have affirmed the lease assignment by Final Order. The Call Closing with respect to any Call Spectrum which is the subject of a Call Assignment Application or a Call Lease Assignment Application, will take place not later than 30 days following the FCC's grant of such application and such grant becoming a Final Order. (f) At the Call Closing, Sprint will assign all of its right, title and interest in the Sprint Authorizations and Primary Leases (as applicable) for the Call Spectrum to Operator and Operator will pay Sprint the Call Price. (g) Effective as of the Call Closing with respect to any Call Spectrum, (i) such Call Spectrum will no longer be considered Spectrum for payments under purposes of this Agreement, and (ii) any Primary Lease which governs the use of any such Call Spectrum will no longer be a Primary Lease for purposes of this Agreement. Upon execution Effective as of the Call Closing with respect to any Call Spectrum, on a going forward basis the Monthly Fee will be reduced by an amount equal to the then current Monthly Fee multiplied by a fraction, the numerator of which is the MHz Households for the Call SPRINT PROPRIETARY INFORMATION EXECUTION VERSION 71 Spectrum as of the date of the Call Closing, and the denominator of which is the MHz Households for all Proposed Spectrum as of the Effective Date. (h) Following the Call Closing with respect to any Call Spectrum, Operator and Sprint will provide the FCC with such notification forms and related exhibits, certifications and other documents as are required by the FCC Rules within the time period afforded by the FCC Rules. Subsequently, Sprint and Operator each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such additional notices as may be required or requested by the FCC or as may be appropriate to respond to any post-Call Closing FCC inquiry or any third party petition or complaint regarding the transfer of such Call Spectrum in support of such transfer without conditions materially adverse to Sprint or Operator. If any person petitions for reconsideration or review of an FCC decision affirming such transfer before the FCC or appeals or applies for review in any judicial proceeding, then Sprint and Operator will use their Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC rejects any transfer of Call Spectrum or imposes conditions materially adverse to Operator or Sprint, then if requested to do so by such adversely affected Party, such Party and the other relevant Party will use their Efforts to secure reconsideration or review of such action. Each Party will be responsible for the payment of one-half of all Costs that the Option PriceParties incur in connection with their performance under this Section 17.3(h), in each case as described including all fees imposed by the FCC on the filing of any notification and all legal fees incurred in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment preparation and prosecution of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the Systemnotification.

Purchase Option. (a) On any Purchase Date, so long as a Purchaser Host Default shall not have occurred and be continuing, Purchaser has the option to Host may purchase the System including the environmental attributes earned or accruing after the Purchase Date (the “Purchase Option”) for a purchase price (the “Option Price”) equal to the greater of (a) the Fair Market Value of the System as of the Purchase Date, or as determined pursuant to Section 2.3, and (b) the Early Termination Fee (Option Price) as of the Purchase Date, Date as specified in Schedule 34, Column 2 of the Special ConditionsAppendix. To exercise its purchase optionPurchase Option, Purchaser Host shall, not less than one hundred and twenty sixty (12060) days prior to the proposed Purchase Date, provide written notice to Provider of PurchaserHost’s intent to exercise its option to purchase the System Purchase Option on such Purchase Date. Within thirty (30) days of Upon receipt of PurchaserHost’s notice, Provider and Host shall specify promptly determine the Fair Market Value of the System, as provided in Section 2.3 below. Once the Fair Market Value has been established, Provider shall promptly notify Host of the resulting Option Price and provide all calculations and assumptions supporting said Option Price to PurchaserPrice. Purchaser Host shall then have a period of thirty ten (3010) days Calendar Days after notification to confirm or retract its decision in writing to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the SystemPurchase Option. In the event Purchaser Host confirms its exercise of the purchase option Purchase Option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4)Provider, (i) the Parties shall will promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase DateHost, free and clear of all liens, security interests, claims and encumbrances or any Liensinterest therein or thereto by any Person as of the Purchase Date, and (B) assign or cause to be assigned all vendor Tax Attributes and Environmental Attributes earned after the Purchase Date to Host free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person; (C) assign or cause to be assigned all warranties for the System to PurchaserHost, and (ii) Purchaser shall Host will pay the Option Price to Provider on the Purchase Datewithin ten (10) Business days of delivery of said notice, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, Host for payments under the this Agreement. Upon execution of the documents and payment of the Option PricePrice and Host’s receipt of title to the System, in each case as described in the preceding sentence, the this Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in automatically subject to Section 2.2 hereof19.6. In the event Purchaser Host retracts its exercise of, or does not timely confirm, confirm the purchase optionPurchase Option, the provisions of the this Agreement shall remain applicable to the next Purchase Date (if any). (b) In the event that Provider becomes subject to a bankruptcy, insolvency, reorganization, or receivership proceeding and Lender does not exercise its rights under Section of this Agreement, Provider hereby irrevocably consents to relief from any otherwise applicable stay or injunction in order for Host to (i) submit notice to the Provider pursuant to this Section, (ii) exercise the Purchase Option and if applicable the proceeds of which will be provided to Lender, or (iii) otherwise effectuate its rights under this Section. Provider hereby covenants and agrees not to oppose any relief from an otherwise applicable as if stay or injunction that Host may seek in order to exercise the Purchaser had not exercised any option Purchase Option pursuant to purchase this Section. Provider acknowledges and agrees that, in the Systemevent Provider becomes subject to a bankruptcy, insolvency, reorganization, or receivership proceeding, Host’s right to exercise the Purchase Option shall constitute cause for granting such relief, including, without limitation, “cause” within the meaning of section 362(d) of title 11 of the United States Code.

Purchase Option. On So long as the Credit Agreement is in effect, the Seller shall have the right to repurchase in full (but not in part) the Purchased Interest from the Issuer and the Purchasers, if any, on any Purchase Settlement Date on the terms hereinafter set forth in this Section 5.14 (such date, the “Repurchase Date”). The Seller shall give the Administrator at least sixty (60) days’ prior written notice of such repurchase. The Repurchase Date shall occur not later than the Settlement Date immediately after the sixty-day period following Seller’s written notice of such repurchase to the Administrator. Upon payment of the full Repurchase Price for the Purchased Interest on the Repurchase Date, so long as a Purchaser Default herein provided, the Issuer and the Purchasers, as applicable, shall not be deemed to have occurred and be continuingreconveyed the Purchased Interest to the Seller without recourse, Purchaser has the option to purchase the System for a purchase representation or warranty. The Seller shall pay such repurchase price (the “Option Repurchase Price”) for the Purchased Interest on the Repurchase Date in immediately available funds to the Administrator in an amount equal to the greater sum of (a) the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute aggregate of the Discount accrued for each Portion of Capital for the Issuer and each Purchaser accrued to and including the Repurchase Date, (ii) the Capital for the Issuer and each Purchaser, (iii) all documents necessary amounts payable pursuant to Sections 1.5, 1.7, 1.8 or 5.4 or Article III accrued to and including the Repurchase Date, (Aiv) cause title all other fees, costs, expenses and other obligations of the Seller and the Servicer pursuant to the System to pass to Purchaser on Transaction Documents that are payable as of the Purchase Repurchase Date, free and clear of any Liens, and (Bv) assign all vendor warranties for if UGI is not the System to PurchaserServicer, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or ProviderIssuer’s Financing Party, as applicable, for payments under the Agreement. Upon execution Share of the documents Servicing Fee allocated to the Purchased Interest that has accrued to and payment of including the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the SystemRepurchase Date.

Purchase Option. On 9.5.1 If for any reason (other than fraud, gross negligence or wilful misconduct), this Agreement or the Development Agreement is terminated by the Company prior to the end of its Term or any of the Renewal Terms, Shurgard shall have the right to acquire all the Properties or Subsidiaries at Fair Market Value (the “Purchase DateOption”), so long as if and to the extent that such acquisition by Shurgard would constitute a Purchaser Default disposal by the Company which is permitted under clause 20.5(b)(i) of the Credit Facility, and without prejudice to either Party’s right to claim any damages, if applicable. 9.5.2 In case Shurgard wishes to exercise its Purchase Option, it shall not have occurred notify the Company and be continuing, Purchaser has its Shareholders at that time thereof at least within 90 calendar days after termination of the option Agreement (“Exercise Notice”). The Exercise Notice shall include: (a) whether Shurgard wishes to purchase the System Properties or Subsidiaries, for a purchase price (the “Option Price”) equal to the greater of (a) the Fair Market Value of the System as of the Purchase Dateits own account, or together with or for the account of another investor; (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of PurchaserShurgard’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination calculation of the Fair Market Value (“Exercise Price”) with the details of such calculation in accordance with the rules set out in Clause 9.5.9; and (c) any other conditions under which the Properties or Subsidiaries would be transferred. 9.5.3 If the Company replies in writing within 30 calendar days following notification of the System. In Exercise Notice to accept the event Purchaser confirms its exercise Exercise Price and the other transfer conditions, as soon as possible after such written reply, the Parties shall cause the Properties or Subsidiaries to be sold to Shurgard at the Exercise Price and on the other conditions as set out in the Exercise Notice and in accordance with Clause 9.5.8. 9.5.4 Failing any written reply by the Company in accordance with Clause 9.5 within 30 calendar days following notification of the purchase option Exercise Notice, the Company shall be deemed to disagree with the Exercise Price and Clause 9.5.6 shall apply. 9.5.5 If the Company disagrees with the Exercise Price, the Company may during a 30 day period following notification of the Exercise Notice, propose to Shurgard in writing (the “Notice of Objection”) such adjustments, if any, as shall in the Company’s judgement be required to Provider (whether before or after any determination of determine the Fair Market Value determined pursuant in accordance with the rules set out in Clause 9.5.9. The Notice of Objection shall contain a statement of the basis of the Company’s objection. 9.5.6 If the Company has given Shurgard a Notice of Objection or if the Company has failed to Section 2.4)reply, the Parties shall (i) enter into negotiations on the Fair Market Value, (ii) negotiate in good faith, and (iii) use best efforts to attempt to resolve the disputed issues and to agree on the Fair Market Value (“Adjusted Exercise Price”), within a reasonable period of time which should not exceed 2 months as from the Notice of Objection or 3 months as from the Exercise Notice, in case the Company did not reply, it being understood that such periods may be extended by the Parties’ mutual agreement. If the Parties are able to reach agreement within the above mentioned time frames, and as soon as possible after having reached agreement, the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment Properties or Subsidiaries to be made sold to Shurgard in accordance with any previous written instructions delivered Clause 9.5.8. 9.5.7 If the Parties are not able to Purchaser by Provider or Provider’s Financing Partyreach agreement within the above mentioned time frames, the Company shall appoint a third-party expert to resolve the disputed issues and to determine the Fair Market Value in accordance with the rules set out in Clause 9.5.9 (the “Independent Expert”). The Company shall elect such Independent Expert from a list of three competent independent experts of satisfactory international reputation, as applicableproposed by Shurgard. The Independent Expert can either use his own pan-European network, for payments under or co-ordinate competent and reputable local experts in the Agreementdifferent markets. Upon execution In determining the Fair Market Value, the Independent Expert shall limit its inquiry to the disputed issues, i.e., to those items to which the Company has objected in the Notice of Objection. The Independent Expert shall determine the Fair Market Value (“Appraised Exercise Price”). Within 60 days after his appointment, he will send his appraisal report to both the Company and Shurgard. Within 15 days after receipt of the documents appraisal report, the Parties will provide the Independent Expert with their comments and payment arguments on such report. Parties shall always copy each other on all correspondence with the Independent Expert. Together with their comments, the Parties can request a meeting with the Independent Expert; and after having received the comments of the Option Parties, the Independent Expert can also request a meeting with the Parties. Such meetings will always be held in the presence of representatives of each Party upon at least 7 days prior written notice. The Independent Expert shall send his final appraisal report, including the Appraised Exercise Price, in each case as described in to both Parties at the preceding sentence, latest within 45 days after receipt by the Agreement shall terminate automatically. For the avoidance of doubt, payment Parties of the Option draft appraisal report. The Appraised Exercise Price shall be binding upon the Parties (in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions accordance with Article 1592 of the Agreement Belgian Civil Code) and the Parties shall be applicable cause the sale of the Properties or Subsidiaries as if soon as possible after having received the Purchaser had Independent Expert’s decision, in accordance with Clause 9.5.8, provided that Shurgard shall not exercised have any option obligation to purchase the SystemProperties or Subsidiaries if the Appraised Exercise Price exceeds the Exercise Price. The Company shall bear the Independent Expert’s fees. 9.5.8 The Properties or Subsidiaries shall be transferred to Shurgard or to such Affiliated Company of Shurgard as Shurgard shall direct upon payment by Shurgard to the Company of either the Exercise Price, the Adjusted Exercise Price or the Appraised Exercise Price, depending on which procedure has been followed.

Purchase Option. (a) On any Purchase Date, so long as a Purchaser Host Default shall not have occurred and be continuing, Purchaser Host has the option to purchase the System (the “Purchase Option”) for a purchase price (the “Option Price”) equal to the greater of (a) the Fair Market Value of the System as of the Purchase Date, or as determined pursuant to Section 2.3, and (b) the Early Termination Fee (Option Price) as of the Purchase Date, Date as specified in Schedule 3, 5 Column 2 of the Special ConditionsAppendix. To exercise its purchase optionPurchase Option, Purchaser Host shall, not less than one hundred and twenty sixty (12060) days prior to the proposed Purchase Date, provide written notice to Provider of PurchaserHost’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of Upon receipt of PurchaserHost’s notice, Provider and Host shall specify promptly determine the Fair Market Value (“FMV”) of the System, as provided in Section 2.3 below. Once the FMV has been established, Provider shall promptly notify Host of the resulting Option Price and provide all calculations and assumptions supporting said Option Price to Purchaserupon a determination of FMV of the System. Purchaser Host shall then have a period of thirty sixty (3060) days Calendar Days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the SystemPurchase Option. In the event Purchaser Host confirms its exercise of the purchase option Purchase Option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4)Provider, (i) the Parties shall promptly will, within a reasonable period of time thereafter, execute all documents necessary to (A) cause title to the such System to pass to Purchaser on the Purchase DateHost, free and clear of all liens, security interests, claims and encumbrances or any Liensinterest therein or thereto by any Person as of the Purchase Date, and (B) assign all vendor warranties for the System to PurchaserHost, and (ii) Purchaser shall Host will pay the Option Price to Provider on the Purchase DateProvider, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, Host for payments under the this Agreement. Upon execution of the documents and payment of the Option PricePrice and Host’s receipt of title to the System, in each case as described in the preceding sentence, the this Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser Host retracts its exercise of, or does not timely confirm, confirm the purchase optionPurchase Option, the provisions of the this Agreement shall be applicable as to the next Purchase Date. (b) In the event that Provider becomes subject to a bankruptcy, insolvency, reorganization, or receivership proceeding, Provider hereby irrevocably consents to relief from any otherwise applicable stay or injunction in order for Host to (i) submit notice to the Provider pursuant to this Section, (ii) exercise the Purchase Option and if applicable the Purchaser had proceeds of which will be provided to Lender, or (iii) otherwise effectuate its rights under this Section. Provider hereby covenants and agrees not exercised to oppose any option relief from an otherwise applicable stay or injunction that Host may seek in order to purchase exercise the SystemPurchase Option pursuant to this Section. Provider acknowledges and agrees that, in the event Provider becomes subject to a bankruptcy, insolvency, reorganization, or receivership proceeding, Host’s right to exercise the Purchase Option shall constitute cause for granting such relief, including, without limitation, “cause” within the meaning of section 362(d) of title 11 of the United States Code.

Purchase Option. (i) On any Purchase Date, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price (the “Option Price”) equal to the greater of (a) the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty eighty (120180) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price Price, and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.42.3(ii)), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the System.and

Purchase Option. On any Landlord hereby grants to Tenant an option (the "Purchase DateOption"), so long exercisable only during the Option Exercise Period (as a Purchaser Default shall not have occurred and be continuinghereinafter defined), Purchaser has the option to purchase all of the System Projects then covered by this Lease (but not less than all of the Projects then covered by this Lease) for a purchase price (the “Option Price”) equal to the greater Option Purchase Price, (as hereinafter defined). The "Option Exercise Period" shall be the period commencing on February 1, 2009 and ending on April 30, 2009. The Purchase Option may only be exercised by delivery during the Option Exercise Period from Tenant to Landlord and Lender of written notice (athe "Option Notice") the Fair Market Value of the System as exercise of such Purchase Option. The exercise of the Purchase Option by Tenant shall be irrevocable. Upon exercise of the Purchase Option, the purchase shall be consummated on any Payment Date on or before August 1, 2009 (the "Purchase Option Closing Date"), provided that such Purchase Option Closing Date may be extended beyond August 1, 2009 to a subsequent Payment Date to allow Tenant to consummate the purchase if Tenant is diligently pursuing such consummation, and provided that in no event may the Purchase Option Closing Date be extended for more than ninety (90) days. On the Purchase Option Closing Date, or the purchase of all Projects then subject to this Lease shall be accomplished in accordance with the provisions of Section 3.1, including, without limitation, the payment of the Option Purchase Price, the payment of all other costs and expenses outlined in said Section 3.1, and the delivery of the other items described in said Section 3.1 (it being understood that for purposes of satisfying the requirements of and complying with said Section 3.1, the Purchase Option Closing Date shall be considered to be a Lease Termination Date). Upon payment of the Option Purchase Price and all other costs and expenses required to be paid by Tenant as outlined in Section 3.1, and upon satisfaction of the other requirements set forth in Section 3.1 with respect to the purchase of the applicable Projects by Tenant, this Lease shall terminate. The "Option Purchase Price" shall be ninety six percent (96%) of the sum of the amounts set forth in Schedule G allocable to the respective Projects then subject to this Lease, plus (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the SystemMake-Whole Premium. In the event Purchaser confirms that Tenant does not deliver the Option Notice within the Option Exercise Period, Tenant shall have waived its right to exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereofOption. In the event Purchaser retracts its exercise ofthat Tenant shall deliver the Option Notice, or does not timely confirm, and thereafter fail to consummate the purchase option, the provisions of the Agreement Projects, Tenant shall be applicable as if in default under this Lease and, in addition to any other remedies allowed Landlord hereunder, Landlord shall be entitled to an action for specific performance. In the Purchaser had not exercised any option event that Landlord shall default in its obligation to purchase transfer the SystemProject to Tenant under this Section 3.12, Tenant shall be entitled to enforce such obligation by an action for specific performance.

Purchase Option. On any Purchase Date, so long as a Purchaser Default (or its designated Affiliate) shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price Chugach Portion effective as of the expiration of the Term on the terms and conditions hereinafter set forth (the “Option PricePurchase Option”). On or before the thirtieth (30th) equal anniversary of the Commencement Date, Seller will deliver to Purchaser Notice of the date, location, and time of a joint meeting between Seller and Purchaser to discuss Purchaser's plan regarding the potential exercise the Purchase Option. During the last five (5) Contract Years, Purchaser shall have the right at any time prior to the greater of (a) the Fair Market Value last day of the System as Term to deliver Notice to Seller that Purchaser is exercising the Purchase Option. If Seller fails to provide Notice of such joint meeting or fails to meet with Purchaser, Seller shall not be in breach of this Agreement, but if Purchaser then fails to deliver Notice of exercise of the Purchase DateOption prior to the last day of the Term, or the Term shall be extended for a period of one year beyond such date (bthe “Term Extension”), during which (i) the Early Termination Fee as Purchaser may deliver its Notice of exercise of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days Option at any time prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value last day of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to PurchaserTerm Extension, and (ii) Purchaser shall pay continue to make Annual Payments equal to (x) the Option Price amount for Contract Year 35 as set forth on Exhibit D hereto, plus (y) an amount equal to Provider on one percent (1%) of such amount, until the earlier of the expiration of the Term Extension or the closing of the purchase and sale agreement for the Purchase DateOption. If Purchaser exercises its Purchase Option, such payment Seller and Purchaser shall enter into a purchase and sale agreement for the Chugach Portion in a form to be made in accordance with any previous written instructions delivered mutually agreed by the Parties prior to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments the Closing under the Asset Purchase Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the System.

Purchase Option. On any Purchase Date, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has If Lessee exercises the option to purchase, then, provided no Event of Default has occurred and is then continuing, Lessee shall at the expiration of the Lease Term, renewal term or extension, as the case may be, purchase the System for a Equipment. The purchase price shall be the Equipment's then fair market value (the “Option Price”"FMV") equal to the greater of (a) the Fair Market Value of the System or as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Datemay be otherwise provided in a particular Lease Line Schedule. FMV, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its applied to a purchase option, Purchaser shall be determined by Lessor based on the price a willing buyer would pay and a willing seller would accept (neither buyer nor seller being under compulsion to act) for the Equipment as installed and in use, giving due consideration to its condition, utility, revenue-producing capability, and replacement costs. If Lessee fails to agree with Lessor's good faith determination of the FMV, Lessee shall nevertheless pay Lessor's invoice and provide Lessor with a written request for a determination of the FMV with or prior to such payment. Within ten (10) days after such request Lessor and Lessee shall agree on an appraiser to determine the FMV or, lacking such agreement, shall each tender the name of an appraiser. The appraiser(s) shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within within thirty (30) days of receipt of Purchaser’s noticedays, Provider either agree on the FMV or select a third appraiser, to form a committee to determine the FMV. Determination by the appraiser(s) shall specify the Option Price be final and provide all calculations and assumptions supporting said Option Price to Purchaserbinding on both parties. Purchaser shall then have a period of thirty Within fifteen (3015) days after notification to confirm or retract its decision to exercise such determination, Lessor shall refund any excess received over the FMV, and/or Lessee shall pay any additional amount of the FMV above the amount previously paid. Each party shall bear the fees and expenses of any appraiser which it names and share equally the fees and expenses of any appraiser(s) jointly selected. If the appraised FMV is within 5% of the amount invoiced by Lessor, then Lessee shall pay all appraiser fees and expenses. The purchase option or, if price shall be paid not later than the Option Price is equal to the Fair Market Value last day of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the SystemLease Term.

Purchase Option. On any Purchase Date, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price (the “Option Price”) equal to the greater of (a) the Fair Market Value of the System as of the Purchase Date, or Date and (b) the Early Termination Fee purchase price applicable for such Purchase Date as of the Purchase Date, as specified set forth in Schedule 34, Column 2 of the Special Conditions2i. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty eighty (120180) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price as determined by Provider in a commercially reasonable manner, and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification of the Option Price to confirm or retract its decision to exercise the purchase option or, if if, in Purchaser’s sole opinion, the Option Price stated by Provider is not equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automaticallyautomatically without further liability to either Party with respect to the Agreement. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be remain applicable as if the Purchaser had not exercised any option to purchase the System.

Purchase Option. On any Purchase Date, so long (a) Parent and the Company hereby grant to Acquisition Co. the exclusive (except as a Purchaser Default shall not have occurred and be continuing, Purchaser has set forth herein) option (the option “Option”) to purchase the System Company Assets, subject to and upon the following terms and conditions and in accordance with the terms and conditions of a mutually acceptable purchase agreement among Parent, the Company and Acquisition Co. (the “Contract”). The Option may be exercised by Acquisition Co. by delivering written notice to the Company at any time during the Option Period (the “Exercise Notice”) specifying that Acquisition Co. is exercising the Option pursuant to this Agreement. Acquisition Co., Parent and the Company shall use reasonable good faith efforts to close the transaction within a reasonable time after receipt of the Exercise Notice, but not later than sixty (60) days after notice is given. The closing shall be conducted in accordance with the terms of the Contract. If the closing does not occur during such sixty (60) day period, then the Option shall expire and be of no further force or effect. (b) The consideration to be paid by Acquisition Co. for the Company Assets shall consist of (i) the assumption by Acquisition Co. of certain liabilities of the Company as set forth in the Contract and (ii) the payment by Acquisition Co. of a cash purchase price (the “Option Agreed Purchase Price”) equal to in the greater amount of $11,300,000, less or plus (aA) the Fair Market Value amount (if any) by which the Working Capital (as defined below) of the System Company as of the Purchase Date, or closing date is less (bmore) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens$2,800,000, and (B) assign all vendor warranties for the System to Purchaseramount (if any) by which the net amount of property, plant and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, equipment as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Priceclosing date is less (more) than $1,500,000, in each case as described case, calculated in a manner consistent with the preceding sentence, the Agreement shall terminate automaticallyCompany’s past practices. For the avoidance of doubt, payment of the Option The Agreed Purchase Price shall be paid by wire transfer or delivery of other immediately available funds on the closing date specified in lieu the Contract. For purposes of and instead of any payments as described in Section 2.2 hereof. In this Agreement, “Working Capital” shall mean the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions current assets of the Agreement shall be applicable as if Company less the Purchaser had not exercised any option to purchase current liabilities of the SystemCompany (excluding intercompany debt).

Purchase Option. On any Purchase DateIf a Call Trigger Event occurs, so long as a Purchaser Default then SMP shall not have occurred the right and be continuing, Purchaser has the option ("Call Option") to purchase and acquire the System for Partnership Interest of CDP in accordance with the following terms, provisions and conditions: (a) In order to validly exercise the Call Option, SMP must provide written notice thereof ("Call Election Notice") to CDP within 90 days after SMP acquires knowledge of the occurrence of a Call Trigger Event. In order to be validly given, a Call Election Notice must contain therein a purchase price ("SMP Designated Price") designated by SMP which it is willing to pay to CDP for the “purchase of CDP's Partnership Interest pursuant to the Call Option. (b) Upon a valid delivery of a Call Election Notice by SMP to CDP, CDP shall have thirty (30) days thereafter to either (i) agree to sell its Partnership Interest to SMP in accordance with the provisions of this Section 14.01 in exchange for payment from SMP to CDP of the SMP Designated Price (in which case, the SMP Designated Price shall be for all purposes hereof the "Call Purchase Price") or (ii) institute the appraisal procedures described in Section 14.02 hereof. If CDP does not provide notice to SMP of its election pursuant to clause (i) or (ii) of the immediately preceding sentence within thirty (30) days after receipt of a validly given Call Election Notice, then CDP shall be deemed to have elected to proceed under clause (i) of the immediately preceding sentence. (c) If CDP timely elects pursuant to clause (ii) of Section 14.0 1(b) to institute the appraisal procedures set forth in Section 14.02 hereof, then the following provisions shall apply with respect to the purchase and acquisition of the Partnership Interest of CDP by SMP pursuant to an exercise of the Call Option by SMP: (i) If the Appraised Purchase Price determined in accordance with the provisions of Section 14.02 hereof is less than or equal to 110% of the SMP Designated Price”, then (1) the Call Purchase Price shall for all purposes hereof be deemed to be equal to the greater of (aaa) the Fair Market Value Appraised Purchase Price or (bb) the SMP Designated Price and (2) CDP shall be obligated to pay all costs associated with the appraisal procedures conducted in accordance with provisions of Section 14.02 hereof. (ii) If the Appraised Purchase Price is in excess of 110% of the System as SMP Designated Price, then (1) SMP shall not be obligated to purchase CDP's Partnership Interest at any amount greater than 110% of the Purchase DateSMP Designated Price, or (b2) SMP shall have the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of exercisable at any time within thirty (30) days after notification determination of the Appraised Purchase Price by written notice thereof to confirm or retract CDP, to designate the Call Purchase Price as being equal to the Appraised Purchase Price for all purposes hereof, (3) CDP shall not be obligated to sell its decision Partnership Interest for any amount less than the Appraised Purchase Price, (4) CDP shall have the option, exercisable at any time within thirty (30) days after final determination of the Appraised Purchase Price by written notice thereof to SMP, to designate the Call Purchase Price as being equal to 110% of the SMP Designated Price and (5) SMP shall be obligated to pay all costs associated with the appraisal procedures conducted in accordance with the provisions of Section 14.02 hereof. (iii) If the Partnership Interest of CDP is not purchased and acquired by SMP as a result of the Appraised Purchase Price being in excess of 110% of the SMP Designated Price, then the exercise of the purchase option Call Option previously made by SMP shall be deemed rescinded. (d) The closing of the sale of CDP's Partnership Interest following a valid delivery of a Call Election Notice shall close ("Closing") on a date mutually selected by SMP and CDP but in no event later than the date which is forty-five (45) days after delivery of the Call Election Notice or, if applicable, the Option date which is forty-five (45) days after the date on which the Appraised Purchase Price is equal to determined. The Closing shall occur at such place in Houston, Texas as may be designated by SMP. At the Fair Market Value Closing, each of the System, Partners shall be obligated to dispute do the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), following: (i) SMP shall cause the Parties Call Purchase Price to be paid to CDP in immediately available funds at the Closing. (ii) If the Other Partnership is still in existence, it shall promptly be terminated, dissolved and liquidated as required by the terms, provisions and agreements contained in Section 13.1(e) of the Other Partnership Agreement. (iii) If the Carowinds Management Agreement (as such term is defined in the Other Partnership Agreement) is still in force and effect, SMP shall be obligated to take such actions and execute such documents as may be required to convey, transfer and assign all documents necessary to (A) cause of its right, title and interest in and to the System Carowinds Management Agreement to pass CDP as additional consideration for the purchase of CDP's Partnership Interest. (iv) CDP shall execute such instruments of assignment as may be reasonably required by SMP containing warranties that its Partnership Interest is being conveyed to Purchaser on the Purchase Date, SMP (or any designee of SMP) free and clear of any Liensall liens, claims, charges and encumbrances. (v) SMP shall execute such instruments or documents as may be necessary to (x) release CDP from all future accruing obligations under this Agreement and (By) assign indemnify CDP with respect to all vendor warranties for debts, liabilities and obligations of the System Partnership to Purchaserthird parties, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment whether then existing or thereafter to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the Systemcreated.

Purchase Option. On any Purchase DateFollowing the issuance of an effective date for the Public Report for the redeveloped Project, so long as Licensee shall have a Purchaser Default shall not have occurred and be continuing, Purchaser has the option right to purchase the System fee simple interest (the “Purchase Option”) in the Converted CPR Ag Lot to be created by the Redevelopment, subject to the following: (a) Provided Licensee is not then in default under this Agreement, Licensee may exercise the Purchase Option for a purchase price the Purchase Price (defined below) at any time following the issuance of an effective date for the Public Report (the “Option Open Date”) and ending on the last day of this Agreement, as set forth in this Section 3. (b) The purchase price for the Converted CPR Ag Lot (the “Purchase Price”) shall be equal to the sum of (i) $125,000 per acre within the Converted CPR Ag Lot, based on the area of the Converted CPR Ag Lot shown in the CPR Documents rounded to the nearest thousandth of an acre, plus (ii) the conversion fee (the “Conversion Fee”) set forth in the table below, which is calculated based on the date of the 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 (the “Unit Deed”), in a form registered with the REC in connection with the Public Report. Within the first year following Option Open Date $1.00 Within the 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 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 of: (a) the Fair Market Value Cost of the System as of the Purchase Date, Living Factor; or (b) five percent (5%). As used herein, “Cost of Living Factor” shall be a factor whose numerator is the Early Termination Fee as 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 Purchase Date, as specified United States Department of Labor (1982-1984 = 100) in Schedule 3, Column 2 effect on the applicable annual anniversary of the Special Conditions. To exercise its purchase optionOption Open Date (the “CPI Measurement Date”), Purchaser shall, not less than and whose denominator is the annual CPI in affect one hundred and twenty (1201) days year prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase applicable CPI Measurement Date. Within thirty (30) days of receipt of Purchaser’s noticeIf no separate CPI for Honolulu is published, Provider the CPI shall specify be the Option “Consumer Price and provide all calculations and assumptions supporting said Option Price Index” applicable to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option orarea in which Honolulu is included, if any, and otherwise, the Option national “Consumer Price Index”. If the CPI is equal to discontinued, the Fair Market Value Cost of Living Factor shall be based on comparable statistics on changes in purchasing power of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties consumer dollar for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Partyapplicable periods, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the Systempublished by a responsible financial periodical report.

Purchase Option. On (a) In the event that any Purchase DateManagement Shareholder shall cease to be employed by or in the service of the Company or any of its Subsidiaries due to (i) death, so long as a Purchaser Default disability, retirement, or voluntary resignation or (ii) termination with Cause, the Company shall not have occurred the right and be continuingoption, Purchaser has at any time within the option to purchase the System for a purchase price 90-day period (the “Option PricePeriod”) after the effective date of such termination of employment (the “Termination Date”) or, if later, the exercise date for the options under which such Option Shares are acquired (which Option 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 after the commencement of the Option Period), to purchase from such Management Shareholder all of the Option Shares then owned by such Management Shareholder (and his or her Permitted Transferees) at a purchase price equal to the greater of Option Purchase Price (a) the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditionsdefined below). To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior The Company shall give notice to the proposed Purchase Date, provide written notice to Provider Management Shareholder of Purchaser’s intent to exercise its option intention to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify Option Shares at any time not later than the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment end of the Option PricePeriod (which 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 each case no event later than 180 days after the commencement of the Option Period). The right of the Company set forth in this Section 4.06 to purchase a Management Shareholder’s Option Shares is hereinafter referred to as described in the preceding sentence, the Agreement shall terminate automatically“Purchase Option”. For the avoidance of doubt, payment the Purchase Option shall not apply to the termination of a Management Shareholder’s employment with the Company or any Subsidiary (x) by the Company other than for Cause or (y) by either ▇▇. ▇▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇▇, or any other Management Shareholder with an employment agreement or option award agreement that defines “good reason”, for Good Reason. (b) The Purchase Option shall be exercised by written notice to the applicable Management Shareholder signed by an officer of the Company on behalf of the Company. Such notice shall set forth the number of Option Shares desired to be purchased and shall set forth a time and place of closing, subject to the above time periods. (c) At such closing, the selling Management Shareholder shall deliver the certificates evidencing the number of Option Shares to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company good title to such of the Option Shares to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company shall deliver to the seller the full amount of the Option Purchase Price shall be for such Option Shares in lieu of and instead cash by certified or bank cashier’s check. Notwithstanding anything to the contrary contained herein, in connection with the exercise of any payments as described in Purchase Option pursuant to Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm4.06, the purchase optionCompany may offset from the Option Purchase Price paid to any Management Shareholder the aggregate amount of any outstanding principal and accrued but unpaid interest due on any indebtedness of such Management Shareholder to the Company. (d) The “Option Purchase Price” for the Option Shares to be purchased from such Management Shareholder pursuant to the Purchase Option shall equal the price calculated as set forth below: Death, disability, retirement or voluntary resignation Fair Market Value Termination for Cause Lesser of (i) the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the System.Fair Market Value and (ii) Cost

Purchase Option. On The Licensee grants to Broker, Broker's assignee or designee an option to acquire the stock of Licensee's Shareholder Corporations (the "Option"). The term of the Option shall run from the filing of Licensee's Form 302-FM License application until the date that is one (1) year thereafter, without regard to whether any Purchase Date, so long as a Purchaser Default of the other terms of this Agreement remain in effect (the "Option Term"). The exercise of the Option shall not have occurred and be continuing, Purchaser has conditioned only upon Licensee's having filed with the option FCC the Station's Form 302-FM license application (or successor application form) certifying the completion of the construction of the Station. The Option shall entitle Broker to purchase the System stock of Licensee's Shareholder Corporations for a purchase price (the “Option Price”) amount equal to the greater of (a) the Fair Market Value Value, as defined below, of the System Station as determined by the average of two appraisals conducted at the time of the Purchase Dateexercise of the Option (the "Option Price"). In the event of the exercise of the Option, Licensee and Broker shall each appoint an appraiser. If the value of the appraisals differs by more than twenty percent (20%), the two appraisers shall select a third appraiser, whose appraisal shall be deemed the binding appraisal. For purposes of this Agreement, the term "Fair Market Value" shall be defined to mean the price in cash, or (b) its equivalent, at which the Early Termination Fee as Station would change hands between a willing buyer and willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of the Purchase Daterelevant facts. In consideration of the grant of the Option, Broker will pay the sum of up to Nine Hundred Thousand Dollars ($900,000.00), such payment to be distributed to the shareholders of the Licensee's Shareholder Corporations as set forth in Schedule A hereto, as specified in Schedule 3a nonrefundable option payment (the "Option Payment") upon the execution of this Agreement. If Broker exercises the Option, Column 2 which the Parties acknowledge can occur no sooner than the day after Licensee files the Form 302FM license application for the Station, concurrently with the filing of the Special Conditionsapplication to the Commission for consent to transfer of control of the FCC Licenses, as hereinafter defined, Broker will pay Licensee's Shareholder Corporations in immediately available funds a sum equal to 25% of the Option Price (the "Deposit Payment") no later than five (5) business days after written notice to Licensee of the exercise of the Option. To In the event that Broker were to exercise its purchase optionthe Option, Purchaser shallthe FCC were to approve a transfer of control of the FCC Licenses, not less than one hundred and twenty the parties were to consummate the sale of the stock of the Licensee's Shareholder Corporations, the Option Payment and the Deposit Payment would be credited towards the Option Price. Licensee shall notify Broker at least ten (12010) days prior to the proposed Purchase Date, provide written notice date of the commencement of program test authority of the date it intends to Provider commence program test authority. The Option must be exercised in writing in accord with Section 30 of Purchaser’s intent to this Agreement. In the event of the exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price by the Broker, the parties shall execute the Stock Purchase Agreement in the form attached as an Exhibit to Purchaser. Purchaser shall then have a period of this Agreement no later than thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value receipt by Licensee of the System, to dispute the determination written notice of the Fair Market Value of the System. In the event Purchaser confirms its Broker's exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear Option. Consummation of any Lienssuch transaction will not occur until receipt of all required FCC approvals. This Section 18 survives any termination of this Agreement for whatever cause, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the Systemunless mutually agreed otherwise.

Purchase Option. On any Purchase DateIn consideration of the DAILY COMPENSATION FEE payable under this CHARTERPARTY, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the OWNER irrevocably grants to the COMPANY an exclusive option to purchase the System for a purchase price FPSO (the “PURCHASE OPTION”) at a price to be agreed by the PARTIES, on the following terms and conditions. 43.1 The PURCHASE OPTION may be exercised at the sole discretion of the COMPANY. 43.2 The PURCHASE OPTION shall be exercisable by the COMPANY at the expiry of the INITIAL PERIOD by giving at least three (3) months’ written notice to the OWNER. The notice shall state that the Purchase Option is being exercised and shall require completion of the purchase on expiry of the said notice period, at which time the COMPANY shall pay to the OWNER the agreed purchase price and any other amounts if applicable and so agreed. 43.3 In exchange for the payment of the amounts under Clause 43.2, the OWNER shall transfer full and complete unencumbered legal title in the FPSO to the COMPANY or its nominee and shall deliver to the COMPANY the documents referred to in Clause 43.4. The OWNER shall deliver the FPSO in an “as is where is” condition at the time of exchange together with everything belonging to the FPSO on board and on shore; and, subject to any necessary lessor’s consent, leasing or hiring contracts in respect of equipment on the FPSO which is not owned by the OWNER. OWNER warrants all items belonging to the FPSO shall be owned by it with the exception of COMPANY supplied items and those items customarily hired by FPSO owners. OWNER shall, during the life of the CHARTERPARTY, provide COMPANY with a list of such hired items. All spare parts and spare equipment on board including spare tail-end shaft(s) and/or spare propeller(s), if any, belonging to the FPSO, used or unused, will be included in the sale at no additional cost. Any fuel, lubricating oils, stores and consumables remaining onboard will be taken over by the COMPANY at the price paid for them by the OWNER, and this amount will be added to the Purchase Option Price”) equal . The radio installation and navigational equipment shall be included in the sale without extra payment, if same is the property of the OWNER. 43.4 The documents to be delivered by the OWNER in exchange for the payment of the amounts under this Clause 43.24 are as follows: 43.4.1 a legal ▇▇▇▇ of sale of the FPSO in three originals (or such other number as the COMPANY shall reasonably require), free from all encumbrances and maritime liens or any other debts whatsoever, duly attested by a licensed notary and legalized by the consul of such reasonable jurisdiction as shall be nominated by the COMPANY; 43.4.2 a transcript of registry issued by the authorities of the FPSO’s flag state certifying that the FPSO is owned by the OWNER free from registered encumbrances (other than encumbrances to be satisfied out of the amounts under Clause 43.2); 43.4.3 all classification certificates as well as all plans, etc. which are onboard the FPSO and other technical documentation which may be in the OWNER’S possession shall, promptly upon the COMPANY’s instructions, be forwarded to the greater of COMPANY provided always that: (a) the Fair Market Value OWNER may keep the log books, but the COMPANY will have the right to take copies of the System as of the Purchase Date, or same; and (b) the Early Termination Fee as OWNER may retain any confidential information belonging to it or an Affiliate provided that any confidential information necessary for the full use and operation by COMPANY of the Purchase DateFPSO shall be disclosed by OWNER or its Affiliates on a confidential basis; 43.4.4 if so requested by the COMPANY, as specified in Schedule 3, Column 2 an undertaking to provide a certificate of deletion of the Special Conditions. To exercise FPSO free of registered encumbrances from its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise registration in its option to purchase the System on such Purchase Date. Within thirty (30) flag state within 30 days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value completion of the System, to dispute sale; 43.4.5 a protocol of delivery and acceptance confirming the determination date and time of delivery of the Fair Market Value FPSO; 43.4.6 an invoice in respect of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments amounts payable under the Agreement. Clause 43.2. 43.5 Upon execution of the documents and payment of the Option Priceamounts under Clause 43.2 by the COMPANY to the OWNER, in each case as described OWNER’s rights, title and interest in the preceding sentence, FPSO shall pass to the Agreement COMPANY. The amounts under Clause 43.2 shall terminate automatically. For be paid without set-off or deduction. 43.6 The obligation of the avoidance of doubt, OWNER to sell and transfer the FPSO under this Clause is subject to the payment of all amounts then due and payable by COMPANY to OWNER under this CHARTERPARTY and all amounts due and payable by COMPANY to CONTRACTOR under the Option Price shall O&M CONTRACT. 43.7 The COMPANY will obtain all licenses, permits and approvals which may be required in lieu Nigeria and will be responsible for all taxes and duties of whatever nature chargeable in Nigeria (including any such taxes and instead duties chargeable on any of any payments as described the OWNER GROUP) in Section 2.2 hereof. In the event Purchaser retracts its exercise of, connection with or does not timely confirm, the arising out of this purchase option, the provisions sale and purchase of the Agreement FPSO and any fuel, supplies, equipment and parts taken over with the FPSO, but expressly excluding any taxes on OWNER or any other member of the OWNER GROUP relating to income attributable to such sale. The COMPANY will keep the OWNER GROUP indemnified in respect of all such taxes and duties 43.8 This CHARTERPARTY shall terminate upon the completion of this Purchase Option and the transfer of the FPSO and its title to the COMPANY. In that case, the DAILY COMPENSATION FEE will cease to be applicable as if payable and OWNER will have no obligation to demobilize the Purchaser had FPSO under Clause 18. 43.9 The COMPANY shall not exercised any option be obliged to purchase the SystemFPSO if at any time during the three (3) month notice period, the FPSO becomes a total loss pursuant to Clause 16. 43.10 COMPANY shall have the option to retain CONTRACTOR to perform the operating and maintenance services under the O&M CONTRACT with compensation terms to be agreed.

Purchase Option. On any Purchase DateIn consideration of the DAILY COMPENSATION FEE payable under this CHARTERPARTY, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the OWNER irrevocably grants to the COMPANY an exclusive option to purchase the System for a purchase price FPSO (the “PURCHASE OPTION”) at a price to be agreed by the PARTIES, on the following terms and conditions. 43.1 The PURCHASE OPTION may be exercised at the sole discretion of the COMPANY. 43.2 The PURCHASE OPTION shall be exercisable by the COMPANY at the expiry of the INITIAL PERIOD by giving at least three (3) months’ written notice to the OWNER. The notice shall state that the Purchase Option is being exercised and shall require completion of the purchase on expiry of the said notice period, at which time the COMPANY shall pay to the OWNER the agreed purchase price and any other amounts if applicable and so agreed. 43.3 In exchange for the payment of the amounts under Clause 43.2, the OWNER shall transfer full and complete unencumbered legal title in the FPSO to the COMPANY or its nominee and shall deliver to the COMPANY the documents referred to in Clause 43.4. The OWNER shall deliver the FPSO in an “as is where is” condition at the time of exchange together with everything belonging to the FPSO on board and on shore; and, subject to any necessary lessor’s consent, leasing or hiring contracts in respect of equipment on the FPSO which is not owned by the OWNER. OWNER warrants all items belonging to the FPSO shall be owned by it with the exception of COMPANY supplied items and those items customarily hired by FPSO owners. OWNER shall, during the life of the CHARTERPARTY, provide COMPANY with a list of such hired items. All spare parts and spare equipment on board including spare tail-end shaft(s) and/or spare propeller(s), if any, belonging to the FPSO, used or unused, will be included in the sale at no additional cost. Any fuel, lubricating oils, stores and consumables remaining onboard will be taken over by the COMPANY at the price paid for them by the OWNER, and this amount will be added to the Purchase Option Price”) equal . The radio installation and navigational equipment shall be included in the sale without extra payment, if same is the property of the OWNER. 43.4 The documents to be delivered by the OWNER in exchange for the payment of the amounts under this Clause 43.24 are as follows: 43.4.1 a legal ▇▇▇▇ of sale of the FPSO in three originals (or such other number as the COMPANY shall reasonably require), free from all encumbrances and maritime liens or any other debts whatsoever, duly attested by a licensed notary and legalized by the consul of such reasonable jurisdiction as shall be nominated by the COMPANY; 43.4.2 a transcript of registry issued by the authorities of the FPSO’s flag state certifying that the FPSO is owned by the OWNER free from registered encumbrances (other than encumbrances to be satisfied out of the amounts under Clause 43.2); 43.4.3 all classification certificates as well as all plans, etc. which are onboard the FPSO and other technical documentation which may be in the OWNER’S possession shall, promptly upon the COMPANY’s instructions, be forwarded to the greater of COMPANY provided always that: (a) the Fair Market Value OWNER may keep the log books, but the COMPANY will have the right to take copies of same; and (b) the OWNER may retain any confidential information belonging to it or an Affiliate provided that any confidential information necessary for the full use and operation by COMPANY of the System as FPSO shall be disclosed by OWNER or its Affiliates on a confidential basis; 43.4.4 if so requested by the COMPANY, an undertaking to provide a certificate of deletion of the FPSO free of registered encumbrances from its registration in its flag state within 30 days of completion of the sale; 43.4.5 a protocol of delivery and acceptance confirming the date and time of delivery of the FPSO; 43.4.6 an invoice in respect of the amounts payable under Clause 43.2. 43.5 Upon payment of the amounts under Clause 43.2 by the COMPANY to the OWNER, OWNER’s rights, title and interest in the FPSO shall pass to the COMPANY. The amounts under Clause 43.2 shall be paid without set-off or deduction. 43.6 The obligation of the OWNER to sell and transfer the FPSO under this Clause is subject to the payment of all amounts then due and payable by COMPANY to OWNER under this CHARTERPARTY and all amounts due and payable by COMPANY to CONTRACTOR under the O&M CONTRACT. 43.7 The COMPANY will obtain all licenses, permits and approvals which may be required in Nigeria and will be responsible for all taxes and duties of whatever nature chargeable in Nigeria (including any such taxes and duties chargeable on any of the OWNER GROUP) in connection with or arising out of this purchase option, the sale and purchase of the FPSO and any fuel, supplies, equipment and parts taken over with the FPSO, but expressly excluding any taxes on OWNER or any other member of the OWNER GROUP relating to income attributable to such sale. The COMPANY will keep the OWNER GROUP indemnified in respect of all such taxes and duties 43.8 This CHARTERPARTY shall terminate upon the completion of this Purchase DateOption and the transfer of the FPSO and its title to the COMPANY. In that case, the DAILY COMPENSATION FEE will cease to be payable and OWNER will have no obligation to demobilize the FPSO under Clause 18. 43.9 The COMPANY shall not be obliged to purchase the FPSO if at any time during the three (3) month notice period, the FPSO becomes a total loss pursuant to Clause 16. 43.10 COMPANY shall have the option to retain CONTRACTOR to perform the operating and maintenance services under the O&M CONTRACT with compensation terms to be agreed. 44 ANTI-CORRUPTION 44.1 At all times from and after the date of execution of the CHARTERPARTY, the PARTIES shall, and shall procure that their AFFILIATES shall comply with all APPLICABLE ANTI-CORRUPTION LAWS, including any future anti-corruption or anti-bribery laws, regulations or requirements of any jurisdiction, that are or may become applicable to the PARTIES or their AFFILIATES during the term of the CHARTERPARTY. 44.2 Specifically, each PARTY confirms, to the extent of its knowledge, that in connection with this CHARTERPARTY, neither it, nor any of its AFFILIATES and its contractors and subcontractors, and its and their respective directors, officers, employees, agents and representatives or other persons working for or on behalf of any of the foregoing with respect to this CHARTERPARTY, has made, offered, authorized or promised to make, any payment, gift, promise or other advantage (including any fee, gift, sample, travel expenses, entertainment, service, equipment, loan, debt forgiveness, donation, grant or other payment or support in cash or in kind), directly or indirectly, to any PROHIBITED PERSON (a) for the purpose of obtaining or retaining business or favourable government action, influencing any official act or decision of a PROHIBITED PERSON or inducing such PROHIBITED PERSON to use his or her influence over any governmental act or decision or otherwise secure any improper advantage for any party or (b) that would otherwise violate any APPLICABLE ANTI-CORRUPTION LAW. 44.3 Each PARTY further agrees and undertakes, respectively, that in connection with this CHARTERPARTY, neither it, nor any of its AFFILIATES and its contractors and subcontractors, and its and their respective directors, officers, employees, and agents, will make, offer, authorize or promise to make, any payment, gift, promise or other advantage (including any fee, gift, sample, travel expense, entertainment, service, equipment, loan, debt forgiveness, donation, grant or other payment or support in cash or in kind), directly or indirectly, to any PROHIBITED PERSON (a) for the Early Termination Fee as purpose of obtaining or retaining business or favourable government action, influencing any official act or decision, of a PROHIBITED PERSON or inducing such PROHIBITED PERSON to use his or her influence over any governmental act or decision or otherwise secure any improper advantage for any party or (b) that would otherwise violate any APPLICABLE ANTI-CORRUPTION LAW. 44.4 As a matter of corporate policy, each PARTY expressly prohibits payment of bribes and also payment of any so-called “facilitation” or “grease” payments in connection with its business operations by any contractor, agent or subcontractor engaged to provide goods or services to such PARTY or its AFFILIATES. 44.5 Notwithstanding the foregoing undertakings, each PARTY agrees to notify the other promptly upon discovery of any instances where it has formed a reasonable belief that it, any of its AFFILIATES or its contractors or subcontractors, or its or their respective owners, directors, officers, employees, agents or representatives failed to comply with any provisions of this Clause 44. 44.6 Each PARTY agree and undertake that in connection with this CHARTERPARTY and in connection with any other business transactions involving the other in the Federal Republic of Nigeria, each PARTY, and each of their respective AFFILIATES, contractors and subcontractors: 44.6.1 will apply effective disclosure controls and procedures; 44.6.2 will maintain throughout the term of the Purchase DateCHARTERPARTY and, except as specified otherwise provided herein, for at least three (3) years following the expiration or termination of this CHARTERPARTY, books, records and accounts which, in Schedule 3reasonable detail, Column 2 accurately and fairly reflect the transactions undertaken and the disposition of assets; and 44.6.3 will maintain an internal accounting control system that is sufficient to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that violations of the Special Conditionsanticorruption laws of the applicable jurisdictions will be prevented, detected and deterred. 44.7 The OWNER agrees and acknowledges that the COMPANY, itself or through its duly appointed representatives, shall have the right during normal business hours and upon reasonable notice to inspect and audit any and all books and records of the OWNER relating to the OWNER’s compliance with its obligations under this Clause 44, and to make copies, at its expense, of any such books and records. 44.8 Each PARTY agrees to cooperate with the other as the other may request in making its books, records and personnel available in connection with any investigation conducted by governmental authorities of matters that may implicate transactions or activities carried out by the PARTIES in connection with this CHARTERPARTY. To exercise its purchase optionEach PARTY will also provide the other PARTY with such further assurances or certificates that such party may reasonably request from time to time during the term of the CHARTERPARTY relating to matters covered by this Clause 44, Purchaser and each PARTY shall, not less than one hundred and twenty (120) days prior upon request, certify to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise other PARTY in writing its option to purchase compliance with this Clause 44 on an annual basis. 44.9 All payments by the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal COMPANY to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties OWNER shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution terms of the documents and payment of the Option Price, specified in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereofthis CHARTERPARTY. In the event Purchaser retracts absence of any such specific payment instructions elsewhere in this CHARTERPARTY, payments by the COMPANY to the OWNER shall only be made by cheque or wire transfer to a bank account of the OWNER as mutually agreed by the PARTIES in the country in which the OWNER is incorporated or where it has its exercise ofhead office, or does not timely confirmto its office in the Federal Republic of Nigeria, details of which shall be given by the purchase optionOWNER to the COMPANY in writing. Such notification shall be deemed to constitute a representation that the bank account so notified is owned solely by the OWNER and that no person other than the OWNER has any ownership of or interest in such account. 44.10 Each PARTY represents represent and covenants that (a) no PROHIBITED PERSON will have, during the provisions term of the Agreement CHARTERPARTY, a direct or indirect interest in it or in this CHARTERPARTY, or in the proceeds thereof, and (b) it shall be applicable as if notify the Purchaser had not exercised other PARTY promptly and in writing of any option change in the foregoing. 44.11 Each PARTY further agrees and undertakes that with respect to purchase any contractors and subcontractors they may engage in connection with this CHARTERPARTY or any other business transactions in the SystemFederal Republic of Nigeria involving the PARTIES that it will conduct appropriate due diligence prior to appointing or engaging such contractors or subcontractors to ensure that they are duly qualified to perform the tasks for which they have been engaged and that they are of good reputation.

Purchase Option. On any Purchase DateDate of an SPPA, so long as a Purchaser Default shall not have occurred and be continuingcontinuing and the SPPA has not previously been terminated, Purchaser has the option to purchase the System (the “Purchase Option”) for a purchase price (the “Option Price”) equal to the greater of (a) the Fair Market Value of the System in place as of the Purchase Date, as determined pursuant to Section 2.3, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 3 of the Special Conditionsapplicable SPPA. To exercise its purchase optionPurchase Option, Purchaser shall, not less than one hundred and twenty ninety (12090) days prior to before the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of Upon receipt of Purchaser’s notice, Provider and Purchaser shall specify promptly determine the Fair Market Value of the System in place, as provided in Section 2.3 below. Once the Fair Market Value has been established, Provider shall promptly notify Purchaser of the resulting Option Price and provide all calculations and assumptions supporting said Option Price to PurchaserPrice. Purchaser shall then have a period of thirty ten (3010) days Business Days after notification of the Option Price to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the SystemPurchase Option. In the event Purchaser confirms its exercise of the purchase option Purchase Option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4)Provider, (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any LiensLiens (including, without limitation, any Liens arising by, through or under Provider or any Financing Party, all of which Provider shall discharge and discharge of record prior to or on the Purchase Date), and (B) assign all vendor warranties for the System to PurchaserPurchaser (to the extent such are assignable), and (ii) Purchaser shall pay the Option Price to Provider on the Purchase DateProvider, with such payment to be being made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the AgreementMaster Agreement or the SPPA, as applicable. Upon Each Party shall use commercially reasonable and diligent efforts to close transactions contemplated by this Section 2.2 on or before the Purchase Date. The SPPA shall terminate automatically effective upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in this Section 2.2 hereof2.2. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase optionPurchase Option, the provisions of the Agreement SPPA shall be applicable as if the Purchaser had not exercised any option to purchase the System.

Purchase Option. On any Purchase Date(i) Provided that no Event of Default is continuing at the time of Ground Lessee’s exercise, so long and no uncured Event of Default exists at the time of conveyance as described in Section 3(C)(ii) (subject, however, to the rights of Ground Lessee or a Purchaser Default Permitted Mortgagee under Section 13(D), below), Ground Lessee shall not have occurred and be continuing, Purchaser has the option to purchase fee simple title to the System Mixed-Use Development Parcels from the City at any time on or after the last day of the calendar month in which the fifth (5th) anniversary of this Lease occurs, for a purchase price the sum of $100,000, plus payment of all fees and expenses incurred by the City in connection with the transfer of title and payment of any other amounts due and owing to the City pursuant to this Lease or the Development Agreement (collectively, the “Option Purchase Price”) equal ). Ground Lessee shall provide written notice to the greater of City at least ninety (a) the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (12090) days prior to the proposed Purchase Datedate on which it intends to purchase, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty but no later than ninety (3090) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal prior to the Fair Market Value Expiration Date of this Lease (“Purchase Notice”). (ii) If Ground Lessee timely delivers a Purchase Notice to the City, on the date specified therein for the transfer (which date may not be later than the Expiration Date), and subject to payment of the SystemPurchase Price, the City shall convey to dispute Ground Lessee all of its right, title and interest in and to the determination Mixed-Use Development Parcels and its reversionary right in the Improvements, by transferable and recordable quit-claim deed, in their AS-IS, WHERE-IS condition and with ALL FAULTS; provided, however, that prior to the date of transfer the Fair Market Value of City shall cause to be released any City Encumbrance (as defined in Section 9(E) below). Concurrently therewith this Lease shall terminate. (iii) The closing shall occur on the System. In date specified in the event Purchaser confirms its exercise of the purchase option Purchase Notice (or such earlier date as may be agreed upon in writing by Ground Lessee and the City). At the closing, Ground Lessee or its designee shall pay the Purchase Price for the Mixed-Use Development Parcels. At the closing, the City shall deliver to Provider (whether before Ground Lessee its quit-claim deed and any other instruments reasonably required by Ground Lessee’s title company or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents otherwise necessary to (A) cause effectively convey to Ground Lessee the title to the System to pass to Purchaser on Mixed-Use Development Parcels and any reversionary right in the Purchase DateImprovements, all at the expense of Ground Lessee, free and clear of any Liensall City Encumbrances and provided that the City shall not take on material, and additional liability thereby (B) assign all vendor warranties for other than as necessary to cause the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead removal of any payments as described City Encumbrances), nor have any obligation whatsoever to indemnify any party in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the Systemconnection therewith.

Purchase Option. On any Purchase DateFollowing the creation of the Converted CPR Ag Lot and, so long as if required under the CPR Act, the issuance of an effective date for the Public Report for the redeveloped Project, Licensee shall have a Purchaser Default shall not have occurred and be continuing, Purchaser has the option right to purchase the System fee simple interest (the “Purchase Option”) in the Converted CPR Ag Lot to be created by the Redevelopment or the Alternate Redevelopment, subject to the following: a. Provided Licensee is not then in default under this Agreement, Licensee may exercise the Purchase Option for a purchase price the Purchase Price (defined below) at any time following the creation of the Converted CPR Ag Lot, and, if required under CPR Act, the issuance of an effective date for the Public Report (the “Option Open Date”) and ending on the last day of this Agreement, as set forth in this Section 2. b. The purchase price for the Converted CPR Ag Lot (the “Purchase Price”) shall be equal to the sum of (i) the applicable price per acre set forth in Section 1(e) of the Special Provisions multiplied by the number of acres within the Converted CPR Ag Lot, based on the area of the Converted CPR Ag Lot shown in the CPR Documents rounded to the nearest thousandth of an acre, plus (ii) the conversion fee (the “Conversion Fee”) set forth in the table below, which is calculated based on the date of the 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 (the “Unit Deed”), in a form registered with the REC in connection with the Public Report. Within the first year following Option Open Date $1.00 Within the 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 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 of: (a) the Fair Market Value Cost of the System as of the Purchase Date, Living Factor; or (b) five percent (5%). As used herein, “Cost of Living Factor” shall be a factor whose numerator is the Early Termination Fee as 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 Purchase Date, as specified United States Department of Labor (1982-1984 = 100) in Schedule 3, Column 2 effect on the applicable annual anniversary of the Special Conditions. To exercise its purchase optionOption Open Date (the “CPI Measurement Date”), Purchaser shall, not less than and whose denominator is the annual CPI in affect one hundred and twenty (1201) days year prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase applicable CPI Measurement Date. Within thirty (30) days of receipt of Purchaser’s noticeIf no separate CPI for Honolulu is published, Provider the CPI shall specify be the Option “Consumer Price and provide all calculations and assumptions supporting said Option Price Index” applicable to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option orarea in which Honolulu is included, if any, and otherwise, the Option national “Consumer Price Index”. If the CPI is equal to discontinued, the Fair Market Value Cost of Living Factor shall be based on comparable statistics on changes in purchasing power of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties consumer dollar for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Partyapplicable periods, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the Systempublished by a responsible financial periodical report.

Purchase Option. On any Purchase Date, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price (the “Option Price”) equal to the greater of (a) the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty eighty (120180) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price Price, and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the System.

Purchase Option. On any Purchase Date, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price (the “Option Price”) equal to the greater of (a) The Company shall have the Fair Market Value of right and option (the System as of the "Purchase Date, or (bOption") the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase from the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), Registered Holder (i) at any time at which this Warrant is outstanding, the Parties shall promptly execute rights of the Registered Holder to acquire some or all documents necessary of the Warrant Shares then subject to this Warrant, at a price equal to equal to $25.00 per Warrant Share (Asubject to equitable adjustment for stock dividends, combinations, subdivisions and the like) cause title to the System to pass to Purchaser on less the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, Price and (ii) Purchaser at any time on or before 5 P.M., on April 19, 2002, any then-outstanding Warrant Shares, at a price equal to $25.00 per Warrant Share (subject to equitable adjustment for stock dividends, combinations, subdivisions and the like). The Company may elect to exercise the Purchase Option on more than one occasion. (b) The Company may exercise the Purchase Option by delivering or mailing to the Registered Holder a written notice of exercise of the Purchase Option. Such notice shall specify the rights or number of Warrant Shares to be purchased. Within 10 days after delivery of such notice, the Registered Holder shall tender to the Company at its principal offices either (i) this Warrant or (ii) the certificate or certificates representing the Warrant Shares that the Company has elected to purchase, duly endorsed in blank or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Warrant Shares to the Company. Promptly thereafter, the Company shall pay to the Option Price Registered Holder, in cash or by check (at the option of the Company), the aggregate purchase price with respect to Provider on such exercise of the Purchase Date, such payment Option and a replacement Warrant (in the event the Purchase Option has been exercised to acquire some but not all of the rights of the Registered Holder to purchase Warrant Shares hereunder) or a balance stock certificate (in the event the Purchase Option has been exercised to acquire some but not all of the shares of Common Stock represented by the tendered certificate or certificates). After the time at which any Warrant Shares are required to be made in accordance with any previous written instructions delivered to Purchaser by Provider the Company for transfer to the Company pursuant to this subsection (b), the Company shall not pay any dividend to the Registered Holder on account of such Warrant Shares or Provider’s Financing Party, as applicable, for payments under permit the Agreement. Upon execution Registered Holder to exercise any of the documents privileges or rights of a stockholder with respect to such Warrant Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Warrant Shares. (c) The Registered Holder acknowledges and payment agrees that the Company has the right to deduct from payments of any kind otherwise due to the Registered Holder any federal, state or local taxes of any kind required by law to be withheld with respect to the exercise of the Option Price, in each case as described Purchase Option. (d) Each certificate representing Warrant Shares shall bear a legend substantially in the preceding sentence, following form: "The securities represented by this certificate are subject to repurchase by the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, issuer pursuant to the provisions of Section 11 of the Agreement Warrant under which they were acquired. A copy of those provisions is available from the issuer upon written request." The foregoing legend shall be applicable removed from the certificates representing any Warrant Shares, at the request of the Registered Holder thereof, at such time as if the Purchaser had not exercised any option to purchase the System.Purchase Option has expired

Purchase Option. On any Purchase DateUpon termination of this Business Management ---------------- Agreement by the Practice pursuant to Section 6.2(a), so long as a Purchaser Default the Practice shall not be released from the restrictive covenants in Section 4.8 and shall have occurred and be continuing, Purchaser has the option but not the obligation to purchase do all or none of the System following: (a) Pay to Business Manager the difference between the consideration received in the Acquisition Transaction minus the book value of the net tangible assets (for purposes of such repurchase obligations such difference shall be amortized over a purchase price forty (40) year period), deferred charges, and all other amounts on the “Option Price”books of the Business Manager relating to the Business Management Agreement, as such amounts shall be established pursuant to the Acquisition Transaction and including amounts, if any, for the covenants described in Section 4.8 above, as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect amortization or depreciation of the intangible assets, deferred charges, or covenants; (b) equal to Purchase from Business Manager any real estate owned by Business Manager and used as an Office at the greater of (a) the Fair Market Value of appraised fair market value thereof or the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the Systembook value thereof. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution repurchase of the documents and payment of the Option Price, in each case as described in the preceding sentencereal property, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price appraised value shall be determined by Business Manager and the Practice, each selecting a duly qualified appraiser, who in lieu of and instead of any payments as described in Section 2.2 hereofturn will agree on a third appraiser. This agreed-upon third appraiser shall perform the appraisal which shall be binding on both Parties. In the event Purchaser retracts its exercise ofeither Party fails to select an appraiser within fifteen (15) days of the selection of an appraiser by the other Party, the appraiser selected by the other Party shall perform the appraisal which shall be binding on both Parties; (c) Purchase at book value all improvements, additions, or does not timely confirmleasehold improvements that have been made by Business Manager at any Office and that relate principally to the performance of Business Manager's obligations under this Business Management Agreement; (d) Assume all contracts and leases and the Practice's pro rata share of all debts and payables that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Business Management Agreement or the properties leased or subleased by Business Manager; provided, however, that the purchase option, Practice shall only be obligated to assume such contracts and leases if the provisions Practice will be able to enjoy the benefits of the contract's and leases following such assumption; and (e) Purchase from Business Manager at book value all of the equipment leased to the Practice, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Business Management Agreement, and all other tangible assets, including inventory and supplies, set forth on the books of the Business Manager as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of the Office, depreciation, amortization, and other adjustments of assets shown on the books of the Business Manager. The Practice shall provide notice to Business Manager of its intent to exercise the option above described at the same time that the Practice provides notice to Business Manager of the Practice's election to terminate this Business Management Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the Systemfor cause.

Purchase Option. On Upon the expiration of the Device Lease with respect to any Purchase DateDevice on its Device Lease Expiration Date and payment of all amounts owing by the applicable Lessee under such Device Lease, so long as a Purchaser Default such Lessee shall not have occurred and be continuing, Purchaser has the option to purchase (the System “Purchase Option”) such Device from Lessor for a purchase price of $0.01 per Device (the “Purchase Option Price”) equal ). The Purchase Option with respect to a Device shall be deemed to be exercised by the greater of (a) applicable Lessee unless such Lessee notifies Lessor that it does not wish to exercise such Purchase Option on or before the Fair Market Value 10th Business Day following the expiration of the System as applicable Device Lease. Upon the exercise (or deemed exercise) by any Lessee of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior Option with respect to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4)Device, (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System relevant Device (and all Customer Lease-End Rights and Obligations) shall pass from Lessor to pass to Purchaser such Lessee on the Purchase Date, free and clear of an as-is basis without any Liens, and (B) assign all vendor warranties for the System to Purchaser, warranty whatsoever from Lessor and (ii) Purchaser any obligation such Lessee or any other Sprint Party would otherwise have had to return such Device to Lessor shall pay be terminated; provided, however, notwithstanding the Option Price transfer of title of any Device to Provider on the relevant Lessee under this Section 2.16 (Purchase DateOption), such payment to be made Device and the related Customer Lease shall remain Lessee Collateral until such time as released in accordance with any previous written instructions delivered Section 9.7 (Release of Devices). The relevant Lessee shall pay or cause Servicer to Purchaser pay the Purchase Option Price for each Purchase Option Device by Provider the Business Day prior to the first Scheduled Monthly Reporting Date occurring at least one full calendar month following the expiration or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution termination of the documents and payment Device Lease with respect to such Purchase Option Device If Lessee purchases a Purchase Option Device with respect to which the Servicer has deposited amounts into the Upgrade Reserve Account (Tranche 2) in accordance with Section 2.14(d) of the Option PriceServicing Agreement, such amounts shall be released to the Lessee Representative in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment accordance with Section 2.9(c) of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the SystemMLS Intercreditor Agreement.

Purchase Option. On any During the Purchase DateOption Period, so long as a Purchaser Default and no earlier than January 1, 2022, the Host shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price (the “Option PricePurchase Option”) the System Provider's right, title, and interest in and to the System free and clear of all liens other than permitted encumbrances (the "Option Interest"), at a price that is equal to the greater of of: (a) the Purchase Option Fees applicable for that time period (as identified in Exhibit D), or; (b) the Fair Market Value of for the System as of Option Interest (such greater amount, the "Option Price") by providing notice pursuant to Section 12 below (the “Purchase DateOption Notice”), or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on with such Purchase DateOption taking effect in acco dance with Section 5.5 below. Within In the event that the Host and P ovider do not agree on the Fair Market Value within thirty (30) days following delivery of receipt of Purchaser’s noticeth Purchase Option Notice, Provider a mutually-agreeable independent appraiser (the "Independent Appraiser") with suitable expertise shall specify the Option Price and provide all calculations and assumptions supporting said Option Price be engaged (at equally split expense) to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to determine the Fair Market Value for the Option Interest. Unless the Host and Provider agree in writing upon such Independent Appraiser within ten (10) days of a request by either Host or Provider, the System, Independent Appraiser shall be chosen by the Provider. The Host and Provider shall submit all information relating to dispute the determination calculation of the Fair Market Value to the Independent Appraiser to resolve the dispute, including any additional information reasonably requested by the Independent Appraiser, and request that the Independent Appraiser make a determination and render a decision within twenty (20) Business Days of submission of all information to the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider Independent Appraiser (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4as soon thereafter as is reasonably practicable), (i) the Parties which decision shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on be final and binding. The timeframe for the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price Notice shall be in lieu of and instead of any payments extended as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option is reasonable to purchase the Systemaccommodate this paragraph.

Purchase Option. On Lessee may elect to replace any Purchase DateNon-Renewing Certificate Purchaser with another Person which will constitute a replacement Certificate Purchaser (a "Replacement Certificate Purchaser") upon expiration of --------------------------------- the Basic Term or First Renewal Term, so long as a Purchaser Default applicable. Lessee shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price (the “Option Price”) equal make such election by written notice delivered to the greater Arranger not later than the end of such ten (a10) Business Day period, which notice shall identify the Fair Market Value Replacement Certificate Purchaser. The date of expiration of the System as of the Purchase Date, Basic Term or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing PartyFirst Renewal Term, as applicable, for payments under shall be treated as the Agreement. Upon execution Final Maturity Date with respect to the Non-Renewing Certificate Purchaser, and on such date Lessee shall cause the Replacement Certificate Purchaser to purchase all of the documents Certificates then held by the Non-Renewing Certificate Purchaser for cash at a price equal to the aggregate outstanding Certificate Purchaser Amount and payment of Yield then outstanding on the Option PriceCertificates then held by the Non- Renewing Certificate Purchaser. If Lessee fails (for any reason, in each case as described in including a default by the Replacement Certificate Purchaser) to cause the Replacement Certificate Purchaser to pay any such amounts when due pursuant to the preceding sentence, the Agreement Lease shall terminate automatically. For not be renewed for the avoidance requested Renewal Term, Lessee shall not be entitled to any Renewal Term, and such date of doubt, payment expiration of the Option Price Base Term or First Renewal Term, as applicable, shall be in lieu deemed the Final Maturity Date with respect to all Certificate Purchasers. Each Replacement Certificate Purchaser shall be subject to each of the terms and instead conditions of this Lease and each of the other Operative Documents imposed upon Certificate Purchasers, and shall make the representations, warranties and covenants and perform its obligations required hereunder and thereunder. Specifically, without limitation, a Person shall not become a Replacement Certificate Purchaser unless it shall deliver to the Arranger prior to acquiring any payments as described Certificates its written certificate providing the representations and warranties set forth in Section 2.2 hereof10.2. In ------------ If Lessee shall fail to duly elect either of the event Purchaser retracts options under clauses (i) and ----------- (ii) above within the applicable ten (10) Business Day period, Lessee shall be ---- deemed to have made its exercise ofelection under clause (i) above. ---------- If at any time after Lessee shall have made a Renewal Request and prior to the commencement of the requested Renewal Term, or does an Event of Default shall have occurred, then Lessee's rights under this Section 4.3(b) shall automatically terminate and Lessee shall not timely confirmbe -------------- entitled to the requested Renewal Term. Any provision in this Section 4.3(b) to the contrary notwithstanding, if -------------- Lessee accepts bids to renew the Lease for a Renewal Term, then all renewing and replacement Certificate Purchasers must extend the Lease upon the same terms and conditions; and if the foregoing condition shall not be satisfied, Lessee shall not be entitled to the requested Renewal Term. Lessee hereby agrees to pay all costs and expenses (including reasonable legal fees and expenses) incurred by the Arranger, the purchase option, then existing Certificate Purchasers (including any Non-Renewing Certificate Purchasers) and any Replacement Certificate Purchasers in connection with the provisions of this Section 4.3(b); provided, however, that Lessee shall not be responsible for any -------------- legal fees and expenses of more than one counsel to the Agreement Arranger and the Certificate Purchasers or for any fees not specifically made part of the arrangements agreed to by the Certificate Purchasers and Lessee. Lessee shall be applicable as if have the Purchaser had not exercised any option right to purchase consult with the SystemCertificate Purchasers in connection with all Renewal Requests.

Purchase Option. (a) On any Purchase Date, so long as a Purchaser Host Default shall not have occurred and be continuing, Purchaser has the option to Host may purchase the System (the “Purchase Option”) for a purchase price (the “Option Price”) equal to the greater of (a) the Fair Market Value of the System as of the Purchase Date, or as determined pursuant to Section 2.3, and (b) the Early Termination Fee (Option Price) as of the Purchase Date, Date as specified in Schedule 34, Column 2 of the Special ConditionsAppendix. To exercise its purchase optionPurchase Option, Purchaser Host shall, not less than one hundred and twenty sixty (12060) days prior to the proposed Purchase Date, provide written notice to Provider of PurchaserHost’s intent to exercise its option to purchase the System Purchase Option on such Purchase Date. Within thirty (30) days of Upon receipt of PurchaserHost’s notice, Provider and Host shall specify promptly determine the Fair Market Value of the System, as provided in Section 2.3 below. Once the Fair Market Value has been established, Provider shall promptly notify Host of the resulting Option Price and provide all calculations and assumptions supporting said Option Price to PurchaserPrice. Purchaser Host shall then have a period of thirty ten (3010) days Calendar Days after notification to confirm or retract its decision in writing to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the SystemPurchase Option. In the event Purchaser Host confirms its exercise of the purchase option Purchase Option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4)Provider, (i) the Parties shall will promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase DateHost, free and clear of all liens, security interests, claims and encumbrances or any Liensinterest therein or thereto by any Person as of the Purchase Date, and (B) assign all vendor warranties for the System to PurchaserHost, and (ii) Purchaser shall Host will pay the Option Price to Provider on the Purchase Datewithin ten (10) Business days of delivery of said notice, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, Host for payments under the this Agreement. Upon execution of the documents and payment of the Option PricePrice and Host’s receipt of title to the System, in each case as described in the preceding sentence, the this Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in automatically subject to Section 2.2 hereof19.6. In the event Purchaser Host retracts its exercise of, or does not timely confirm, confirm the purchase optionPurchase Option, the provisions of the this Agreement shall be remain applicable as to the next Purchase Date (if the Purchaser had not exercised any option to purchase the Systemany).

Purchase Option. On any Purchase Date, so long as In consideration of AOS (Macau) and AOS (Cayman) entering into the Foundry Agreement and a Purchaser Default shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price cash payment of $5,000,000 (the “Option Premium”) the Company hereby grants to AOS the option to acquire the Purchased Assets and to assume certain liabilities of the Company pursuant to the Asset Purchase Agreement for $26,000,000 in cash (subject to adjustment pursuant to the Asset Purchase Agreement, the “Purchase Price”) equal on the terms and subject to the greater conditions set forth herein and therein (the “Option”). Unless the Company specifies otherwise, AOS shall pay or AOS shall cause to be paid the Option Premium by wire transfer of immediately available funds to the Company upon the execution of this Agreement. The operative provisions of this Agreement will not become effective until the Company receives the Option Premium. (a) AOS may exercise the Fair Market Value of Option during the System as of period commencing on 12:00 a.m. Pacific time on September 1, 2011 and ending on 11:59 p.m. Pacific time on November 15, 2011 (the Purchase Date, or “Option Period”) by delivering written notice to the Company (the “Option Notice”). (b) Following the Early Termination Fee as delivery of the Purchase Option Notice (the “Notice Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120”) days prior by AOS to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), Company: (i) AOS shall have the Parties shall promptly execute all documents necessary right to (A) cause title obligate the Company to enter into the Asset Purchase Agreement concurrently with AOS’s execution of the Asset Purchase Agreement and, subject to the System terms in this Agreement and the Asset Purchase Agreement and the satisfaction of the conditions to pass the Company’s obligations to Purchaser on close the transactions contemplated by the Asset Purchase DateAgreement, free consummate the Asset Purchase. (ii) The Company (i) shall provide such updated due diligence and clear of any Liens, other information as AOS shall reasonably and (B) assign all vendor warranties for the System to Purchaser, timely request and (ii) Purchaser shall pay deliver to AOS an updated Draft Disclosure Schedule (as defined below) (the Option Price “Updated Disclosure Schedule”) with respect to Provider on the representations and warranties of the Company in the Asset Purchase Agreement, in each instance as soon as practicable following the Notice Date, and with respect to clause (i), in no event later than the later of the tenth (10th) business day following (x) the Notice Date and (y) the date of request by AOS of such payment updated due diligence or other information and (ii) with respect to be made clause (ii), in no event later than the tenth (10th) business day following the Notice Date; (iii) The Company and AOS shall use commercially reasonable efforts to enter into and make effective the Asset Purchase Agreement within the twenty (20) business day period following the Notice Date, with any modifications mutually agreed upon by the Company and AOS (it being understood that if changes are required to reflect changes in applicable legal requirements, the parties will negotiate in good faith such changes considering the spirit and substance of the Asset Purchase Agreement). (iv) The Company and AOS shall use commercially reasonable efforts to consummate the Closing (as defined in the Asset Purchase Agreement) by January 31, 2012. (c) Notwithstanding anything to the contrary set forth herein: (i) AOS’s obligations to enter into the Asset Purchase Agreement are subject to AOS’s sole discretion based upon its review of the content of any draft Updated Disclosure Schedule delivered to AOS by the Company pursuant to this Agreement; and (ii) in the event the Company and AOS enter into the Asset Purchase Agreement, AOS may only terminate the Asset Purchase Agreement in accordance with any previous written instructions delivered and pursuant to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution terms of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the SystemAsset Purchase Agreement.

Purchase Option. On any (a) Subject to Section 5.1(b) and (d), the Lessor hereby grants to the Lessee the exclusive and irrevocable option (the "Purchase Date, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the option Option") to purchase the System for a purchase price Facility, as of any date (the “Option Price”"Purchase Date") subsequent to the Lease Commencement Date (unless the Lessee has exercised the Remarketing Option), for an amount equal to the greater of Lease Balance plus, without duplication, any other amounts then due and owing to any Participant or any Agent under the Operative Documents (a) collectively the Fair Market Value of the System as of the "Purchase Date, or Price"). Such purchase and sale shall be effected in accordance with Article XV. (b) The Purchase Option shall be exercisable by notice to the Early Termination Fee Lessor (and concurrent notice to Administrative Agent as set forth in Section 11.3(b) of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, Participation Agreement) given not less than one hundred and twenty (120) 30 days prior to the proposed Purchase Date. If the Lessee shall not have exercised the Remarketing Option on or before 180 days prior to the Lease Term Expiration Date, provide written notice or the Facility is not sold pursuant to Provider the Remarketing Option, then the Purchase Option shall be deemed exercised and the Purchase Date shall be the Lease Term Expiration Date; provided, however, that if the Lessee shall not have refinanced the A1 Loans, Conduit Loans and Facility Loans in accordance with Section 8.5 of Purchaser’s intent to the Participation Agreement, then the Lessee shall either exercise its option to purchase the System on such Purchase Option or the Remarketing Option in accordance with Articles V and VII as if the Lease Term Expiration Date was the Conduit Loan Maturity Date. (c) On the Purchase Date. Within thirty , the Lessee shall pay to the Lessor the Purchase Price as the purchase price for the Facility. (30d) days of receipt of Purchaser’s noticeNotwithstanding anything to the contrary set forth herein, Provider the Lessee shall specify have the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision right to exercise the purchase option or, if Purchase Option or the Site Purchase Option Price is equal (prior to the Fair Market Value Initial Advance Date) with respect to the entire Facility (but not less than the entire Facility) or the Site, as the case may be, within five Business Days following the earlier of its actual knowledge of or receipt of notice of the Systemoccurrence of any Lease Event of Default. Notwithstanding the notice provisions of Section 5.1(b), in the event that the Lessee elects to dispute exercise the determination Purchase Option or the Site Purchase Option within the five Business Day period following the earlier of its actual knowledge of or receipt of notice of the Fair Market Value occurrence of a Lease Event of Default, the Lessee's payment to the Lessor of the SystemPurchase Price or the Site Purchase Price, as applicable, on or prior to the fifth Business Day following such earlier date referred to above shall constitute sufficient notice. In the event Purchaser confirms that the Lessee shall not pay to the Lessor the Purchase Price or the Site Purchase Price, as applicable on or prior to the fifth Business Day following such earlier date referred to above or in the event that the Lessee provides the Lessor with written notice of its intention not to exercise the Purchase Option or the Site Purchase Option during such five Business Day period, the Lessee's ability to exercise the Purchase Option or the Site Purchase Option shall terminate for so long as such Lease Event of Default continues. (e) Notwithstanding anything to the contrary set forth herein, the Lessor hereby grants to the Lessee the exclusive and irrevocable option (the "Site Purchase Option") to purchase the Site, upon at least 10 days' prior notice to the Lessor as of any date (the "Site Purchase Date") subsequent to the Initial Advance Date but prior to the date of any Advance made to fund the purchase option in writing to Provider (whether before or after of any determination of the Fair Market Value determined pursuant to Section 2.4)Improvements, (i) the Parties shall promptly execute all documents necessary to (A) cause title for an amount equal to the System Lease Balance plus, without duplication, any other amounts then due and owing to pass to Purchaser on any Participant and any Agent under the Operative Documents (collectively the "Site Purchase Date, free Price"). Such purchase and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser sale shall pay the Option Price to Provider on the Purchase Date, such payment to be made effected in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the AgreementArticle XV. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the System.ARTICLE VI

Purchase Option. On any Purchase Date or the Early Termination Date, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser Host has the option to purchase the System System, which purchase shall include all Environmental Attributes (the “Purchase Option”) for a purchase price (the “Option Price”) equal to the greater of (a) the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase optionPurchase Option, Purchaser shall, not less than one hundred and twenty eighty (120180) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System and the Environmental Attributes on such Purchase Date. Within To complete the purchase and the transfer of title to the System and the Environmental Attributes, within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price Price, and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option Purchase Option or, if the Option Price is equal to the Fair Market Value of the SystemSystem and the Environmental Attributes, to dispute the determination of the said Fair Market Value of the SystemValue. In the event Purchaser confirms its exercise of the purchase option Purchase Option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System and the Environmental Attributes to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automaticallyautomatically and all claims to the System and the Environmental Attributes by, through or under the Provider are hereby waived and shall cease to exist. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, of the purchase optionPurchase Option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the SystemSystem and the Environmental Attributes and Purchaser may not exercise the continuing Purchase Option until the next Purchase Date or the Early Termination Date, if applicable.

Purchase Option. On any THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [ ]("Holder"), as registered owner of this Purchase DateOption, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price Selway Capital Acquisition Corporation (the “Option PriceCompany”) equal to the greater of (a) the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), Holder is entitled, at any time or from time to time from the later of: (i) the Parties shall promptly execute all documents necessary to (A) cause title to consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the System to pass to Purchaser on the Purchase Datecase may be, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and or (ii) Purchaser shall pay one year from ________________ [DATE THAT IS ONE YEAR FROM THE DATE OF THE PROSPECTUS] (the Option Price to Provider "Commencement Date"), and at or before 5:00p.m., Eastern Time, ending on the Purchase Dateearlier of (i) ___________________ [DATE THAT IS FIVE YEARS FROM THE DATE OF EFFECTIVENESS OF THE PROSPECTUS], such payment to be made or (ii) the date in which this purchase warrant is redeemed, in accordance with any previous written instructions delivered the terms hereof (the "Expiration Date"), but not thereafter, to Purchaser by Provider subscribe for, purchase and receive, in whole or Provider’s Financing Partyin part, as applicable, for payments under the Agreement. Upon execution up to 100,000 Units of the documents and payment of the Option PriceCompany, in each case as described in the preceding sentenceProspectus of the Company dated the date hereof (the "Units") subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close in New York City, then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Agreement shall Company agrees not to take any action that would terminate automaticallythis Purchase Option. For This Purchase Option is initially exercisable at $12.50 per Unit; provided, however, that upon the avoidance occurrence of doubt, payment any of the Option Price events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units to be received upon such exercise, shall be in lieu of and instead of any payments adjusted as described in Section 2.2 hereoftherein specified. In The term "Exercise Price" shall mean the event Purchaser retracts its initial exercise ofprice or the adjusted exercise price, or does not timely confirm, depending on the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the Systemcontext.

Purchase Option. On any Purchase Date, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price (the “Option Price”) equal to the greater lesser of (a) the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty eighty (120180) days prior to the proposed Purchase Date, provide written notice to Provider ForeFront Power of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider ForeFront Power shall specify provide the Option Price and provide all calculations and assumptions supporting said Option Price to PurchaserPurchaser with ForeFront Power’s Fair Market Value assessment. Purchaser shall then have a period of thirty (30) days after notification receipt of the Fair Market Value assessment to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the ForeFront Power’s determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider ForeFront Power (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.42.3), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider ForeFront Power on the Purchase Date, such payment to be made in accordance with any previous written payment instructions delivered to Purchaser by Provider ForeFront Power or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the System.ForeFront Power’s

Purchase Option. On any Purchase Date, so So long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the option to purchase the System System(s) for a purchase price (the “Option Price”) equal to the greater of (a) the Fair Market Value of the System as of the Purchase Datepurchase date, or (b) the Early Termination Fee as of the Purchase Datepurchase date, as specified in Schedule 3, Column 2 of the Special Conditions. “Fair Market Value” as used herein means the price that would be negotiated in an arm’s-length, free market transaction, for cash, between an informed, willing seller and an informed, willing buyer, neither of whom is under compulsion to complete the transaction. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty eighty (120180) days prior to the proposed Purchase Datepurchase date, provide written notice to Provider ForeFront Power of Purchaser’s intent to exercise its option to purchase the System on such Purchase Datepurchase date. Within thirty (30) days of receipt of Purchaser’s notice, Provider ForeFront Power shall specify the Option Price Price, and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider ForeFront Power (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.42.3), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Datepurchase date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, including but not limited to those related to the Installation Work, and (ii) Purchaser shall pay the Option Price to Provider ForeFront Power on the Purchase Datepurchase date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider ForeFront Power or ProviderForeFront Power’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment Payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the System.

Purchase Option. On Without limitation of any Purchase Date, so long as a Purchaser Default shall not other obligation Lessee may have occurred and be continuing, Purchaser has the option to purchase the System for Property under the terms of this Lease, unless Lessee shall have given notice of its intention to exercise the Remarketing Option and Lessor shall have entered into a binding contract to sell the Property to a third party in accordance with such Remarketing Option, Lessee shall have the option (exercisable by giving Lessor irrevocable written notice (the "Purchase Notice") of Lessee's election to exercise such option) to purchase, or to designate a third party to purchase, the Property on the date specified in such Purchase Notice. The purchase price (the “Option Price”) shall be equal to the greater of (a) Asset Termination Value on the Fair Market Value date of the System as conveyance (the "Purchase Option Price"). The date specified in the Purchase Notice for the purchase of the Property shall not be less than thirty (30) days following the delivery of the Purchase Notice to Lessor and in any event not later than the Expiration Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise If Lessee exercises its option to purchase the System on such Property pursuant to this Section 20.1 (the "Purchase Date. Within thirty (30) days Option"), Lessor shall transfer to Lessee all of Lessor's right, title and interest in and to the Property as of the date specified in the Purchase Notice upon receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automaticallyaccordance with Section 19.l(a). For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option Lessee may designate a third party to purchase the SystemProperty under the Purchase Option without assigning all of Lessee’s rights hereunder to the third party under Section 25.1 hereof and without the consent of Lessor; provided, however, that notwithstanding any such designation, only Lessee (not the third party) will be entitled to enforce the Purchase Option against Lessor, and Lessee shall remain primarily liable for the payment and performance required of any such third party in connection with the exercise of the Purchase Option.

Purchase Option. On any Purchase Date, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the Lessor hereby grants to Lessee an option to ---------------- purchase the System Premises ("Purchase Option") at any time during the six (6) month period from and after the Date of this Lease through and including July 31, 1999 ("Purchase Option Period") for a purchase price (the “Option Price”) equal to the greater sum of (ai) Three Hundred Thousand Dollars ($300,000), plus (ii) the Fair Market Value total of the System as three (3) existing mortgage loans secured by the Premises, but which mortgage loans shall not exceed Six Hundred Fifty Thousand Dollars ($650,000) in the aggregate. In the event that the Lessee exercises the Purchase Option prior to the expiration of the Purchase DateOption Period, Lessor and Lessee shall enter into a real estate purchase and sale agreement ("Sale Agreement") containing mutually agreeable terms and conditions (subject to the purchase price being in an amount as hereinabove provided), and the closing date shall be within sixty (60) days following the date on which the Purchase Option was exercised by Lessee. The Sale Agreement shall provide that the title shall be satisfactory to Lessee in Lessee's sole discretion. The Sale Agreement shall also provide closing conditions which are usual and customary in the State of Georgia. In the event that Lessee does not exercise the Purchase Option, and/or does not consummate the purchase of the Premises after exercising the Purchase Option for reasons other than any breach or failure to satisfy one or more closing conditions by Lessor, then Lessee shall cause to be delivered to each Lessor one-half (b1/2) of the Early Termination Fee Contingent Shares (as defined in Section 4.6 of the Stock Purchase Agreement dated as of the Purchase DateDecember 31, as specified in Schedule 31998 between Lessor and Lessee). The Contingent Shares shall be delivered to each Lessor, Column 2 of the Special Conditions. To exercise its purchase optionif due, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of within thirty (30) days after notification the expiration of the Purchase Option Period, or more than thirty (30) days after the failure of Lessee to confirm or retract its decision to exercise consummate the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute Premises within the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or required time period after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on Lessee has exercised the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing PartyOption, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the Systemmay be.

Purchase Option. On any Purchase Date(a) At the end of the tenth (10th), so long as a Purchaser Default shall not have occurred fifteenth (15th) and be continuingtwentieth (20th) Contract Years, Purchaser has the option Buyer may elect to purchase the System Project from Seller for a purchase price (the “Option Price”) equal to the greater of (ai) Fair Market Value or (ii) the Purchase Option Price that corresponds to the applicable Contract Year, as specified in Exhibit A. (b) If Buyer intends to exercise the purchase option, Buyer shall notify Seller of its intent at least ninety (90) days and not more than one hundred eighty (180) days prior to the end of the applicable Contract Year and the Parties shall endeavor to complete the purchase and transfer by the end of the applicable Contract Year. Seller will provide in a timely manner, information regarding the Project which is reasonably requested by ▇▇▇▇▇ to allow Buyer to perform due diligence for the purchase of the Project. (c) If Buyer has notified Seller of its intent to purchase the Project in accordance with Section 3.21(b), then the Parties shall determine Fair Market Value within forty-five (45) days of Buyer’s notice. Within fifteen (15) days of Buyer’s notice, Seller shall give written notice to Buyer of its determination of Fair Market Value, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation. If Buyer reasonably objects to Seller’s determination of Fair Market Value, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified Project. Such appraiser shall act reasonably and in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior good faith to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to determine the Fair Market Value of the SystemProject, and shall set forth such determination in a written opinion delivered to dispute the determination Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the Fair Market Value appraisal shall be borne by the Parties equally. (d) Any purchase pursuant to this Section 3.21 shall be on an as-is, where-is basis, and Seller shall not provide any warranty or other guarantee regarding the performance of the System. In the event Purchaser confirms its exercise Project; provided, however, that Seller shall assign to Buyer all manufacturer warranties that are in effect as of the purchase option in writing to Provider (whether before or after any determination of date. Without limiting the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirmforegoing, the purchase optionshall occur pursuant to a form of purchase and sale agreement with customary representations, warranties and covenants and in form reasonably acceptable to the provisions Parties. (e) Any purchase pursuant to this Section 3.2.1 shall be for the entire Project – either as an undivided ownership interest buy Buyer, or in conjunction with the purchase by the FMPA Solar III Project of the Agreement remaining ownership interest of the Project not purchase by Buyer, provided that any joint purchase by Buyer and the FMPA Solar III Project shall be applicable as if a simultaneous purchase of 100% ownership interest in the Purchaser had not exercised any option to Project, with each such purchase by Buyer and the SystemFMPA Solar III Project being expressly conditioned upon successful purchase of the remaining ownership share by FMPA Solar III Project and Buyer, respectively.

Purchase Option. On any Purchase Date, so long as a Purchaser Default Lessee shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price (exercisable by --------------- giving Lessor irrevocable written notice (the “Option Price”"Purchase Notice") equal to the greater of Lessee's --------------- election, which election shall be irrevocable if not terminated by Lessee at least ten (a) the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (12010) days prior to the proposed date specified in such Purchase Notice, to exercise such option not less than ten (10) days prior to the date of purchase pursuant to such option) to purchase the Property on the date specified in such Purchase Notice, which closing date must occur prior to the date which is twelve (12) months prior to the Maturity Date, provide written notice at a price equal to Provider of Purchaser’s intent the Termination Value (the "Purchase Option Price") (which the parties do not intend to exercise be a --------------------- "bargain" purchase price). If Lessee exercises its option to purchase the System on such Properties pursuant to this Section 20.1 (the "Purchase Date. Within thirty (30) days Option"), Lessor shall --------------- quitclaim to Lessee or Lessee's designee all of Lessor's leasehold and fee interest in and to the Property as of the date specified in the Purchase Notice upon receipt of Purchaser’s notice, Provider shall specify the Purchase Option Price and provide all calculations Rent and assumptions supporting said Option Price to Purchaser. Purchaser shall other amounts then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option ordue and payable under this Lease and any other Operative Agreement, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with Section 19.1. Lessee may designate, in the Purchase Notice, the transferee or transferees to whom the conveyance shall be made (if other than to Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that such designation of a transferee or transferees shall not cause Lessee to be released, fully or partially, from any previous of its obligations under this Lease, including, without limitation, the obligation to pay to Lessor the Purchase Option Price on the date specified in the Purchase Notice. The Lessee shall have the right to elect by written instructions delivered notice to Purchaser by Provider the Lessor and the Lender to have all or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution part of the documents and payment Purchase Option Price paid by liquidation of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the SystemCollateral.

Purchase Option. On any Purchase Date, so long as LESSEE shall have a Purchaser Default shall not have occurred and be continuing, Purchaser has the purchase option to purchase the System for a purchase price (the “Option Price”) equal to the greater of (a) the Fair Market Value of the System as of all Equipment under this Master Lease Agreement at the Purchase Option Exercise Date. LESSEE may purchase all such Equipment provided that (i) this Master Lease Agreement has not theretofor been terminated, (ii) LESSEE is not then in default under the terms of this Master Lease Agreement, and (iii) LESSEE has exercised this Purchase Option. LESSEE may only exercise this Purchase Option by delivering to LESSOR written notice that LESSEE by such notice elects to exercise its Purchase Option on the Purchase Option Exercise Date, which shall be (i) not later than July 1, 2005, or (bii) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise if LESSEE has exercised its purchase option, Purchaser shallExtension Option, not less later than one hundred July 1, 2015, and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option shall be thereupon obligated to purchase the System Equipment on December 31, 2005 (or if LESSEE has exercised its Extension Option, on December 31, 2015) and if such Purchase DateDecember 31 is a legal holiday, then the purchase shall be consummated on the first business day preceding such December 31 that is not a legal holiday. Within thirty (30) To be valid such notice from LESSEE shall be accompanied by escrow instructions executed by LESSEE with a responsible escrow company in Orange County, reflecting LESSEE'S deposit with such escrow holder of $100,000, forfeitable to LESSOR should LESSEE fail to purchase such Equipment for any reason other than LESSOR's inability to deliver title. LESSOR shall within seven days of receipt execute and deliver such escrow instructions to LESSEE and the escrow holder. The escrow shall obligate LESSOR solely to deliver an assignment to all Equipment then subject to this Master Lease Agreement. LESSOR shall cause the condition of Purchaser’s noticetitle not later than the close of escrow to be free and clear of all liens and encumbrances, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), except solely (i) the Parties shall promptly execute all documents necessary to lien for current taxes, (Aii) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liensliens or assessments for municipal improvements hereafter arising, and (Biii) assign all vendor warranties for any lien or encumbrance caused by any act or omission of LESSEE occurring on or after the System to Purchaserdate hereof. Escrow holder shall deduct and pay from the purchase price, the amount of any liens or encumbrances other than items (i) and (ii) Purchaser ). The purchase price shall pay be paid in cash on close of escrow to LESSOR, and LESSOR shall be without cost in the Option Price to Provider on the Purchase Dateescrow, such payment to all fees, charges and costs shall be made in accordance with any previous written instructions delivered to Purchaser paid for by Provider or Provider’s Financing Party, as applicable, for payments under the AgreementLESSEE. Upon execution The purchase price shall be fair market value of the documents and payment Equipment as determined: (i) by negotiation between the parties, or (ii) if they are unable to agree within thirty days following exercise of the Option Priceoption, by an appraiser selected by the parties to determine the fair market value in such appraiser's discretion within thirty days following such appointment. If the parties cannot agree on an appraiser, they shall each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment appoint an appraiser ("party appraiser") within 45 days following exercise of the Option Price option, who in turn within five days following such appointment shall together appoint a third appraiser. Within thirty days thereafter, each appraiser shall independently submit his or her appraisal in writing. The purchase price shall be in lieu the fair market value of and instead the Parcels so determined by the third appraiser, except that if both of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirmparty appraisers submit a higher value, the purchase option, price shall be the provisions lowest of the Agreement shall be applicable as if amounts submitted by the Purchaser had not exercised any option to purchase the Systemparty appraisers.

Purchase Option. On any Purchase After the ten (10) year anniversary of the Effective Date, so long as a Purchaser Buyer Event of Default as defined in Section 11.2 shall not have occurred and be continuing, Purchaser Buyer has the option to purchase the System Generating Facility for a purchase price (the “"Option Price”") equal to the greater of (a) the Fair Market Value of the System as Generating Facility at the date of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. purchase.. To exercise its purchase optionPurchase Option, Purchaser Buyer shall, not less than one hundred and twenty eighty (120180) days prior to the proposed purchase date (“Purchase Date”), provide written notice to Provider Seller of PurchaserBuyer’s intent to exercise its option to purchase the System Generating Facility on such Purchase Date. Within thirty (30) days of receipt of PurchaserBuyer’s notice, Provider Seller shall specify the Option Price Price, and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser Buyer shall then have a period of thirty sixty (3060) days after notification to confirm or retract its decision to exercise the purchase option or, if the Purchase Option Price is equal to the Fair Market Value of the System, or to dispute the determination of the Fair Market Value of the SystemGenerating Facility. In the event Purchaser Buyer confirms its exercise of the purchase option Purchase Option in writing to Provider Seller (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System Generating Facility to pass to Purchaser Buyer on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System Generating Facility to PurchaserBuyer, and (ii) Purchaser Buyer shall pay the Option Price to Provider Seller on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser Buyer by Provider Seller or ProviderSeller’s Financing Party, as applicable, for payments under the Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser Buyer retracts its exercise of, or does not timely confirm, the purchase optionPurchase Option, the provisions of the Agreement shall be applicable as if the Purchaser Buyer had not exercised any option to purchase the SystemGenerating Facility.

Purchase Option. On any Purchase Date(a) If in accordance with the terms of the Plan, so long as a Purchaser Default the Company shall not have occurred and be continuing, Purchaser has the option (the "Purchase Option") to purchase purchase, and, if the System for a option is exercised, you (or your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) shall sell to the Company and/or its assignee(s), all or any portion (at the Company's option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the "Purchasable Shares"). (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date the Purchase Option arises under the terms of the Plan. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the per share purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate. (c) The purchase price to be paid for the “Option Price”) equal Purchasable Shares purchased pursuant to the greater Purchase Option shall be, in the case of any Option Shares, the Fair Market Value per share as of the date of notice of exercise of the Purchase Option times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Exercise Price; provided, however, that in the event that your employment with the Company is terminated in a manner contemplated by Section 3(c), then the foregoing calculation shall be made using the lower of (ai) the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, per share and (ii) Purchaser shall pay the Option Exercise Price to Provider on the Purchase Date, such payment to be made per share in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution respect of the documents and payment of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automaticallyPurchasable Shares. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the The purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the System.price

Purchase Option. On any Purchase Date, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the Lessor hereby grants to Lessee an option to purchase Lessor’s interest the System for a Premises (including, without limitation, the IRB Purchase Option) (“Purchase Option”) upon the terms and conditions herein set forth. The Purchase Option shall be binding upon Lessor and its successors and assigns in interest to the Premises. Any party succeeding to the interest of Lessor in all or any part of the Premises shall take such interest subject to the Purchase Option hereby granted to Lessee. In order to exercise the Purchase Option, Lessee must give written notice of the exercise of the Purchase Option to Lessor prior to the date that is Expiration Date (the "Option Period"). If Lessee elects to exercise the Purchase Option, the purchase price to be paid by Lessee shall be the then-current appraised fair market value of the Premises (excluding any increase in the value of the Premises as a result of any tenant improvements performed by or on behalf of and paid for by Lessee) (“Option PriceFMV”) equal ); provided, however, that Lessee shall have the right, in its sole and absolute discretion, to purchase the Premises subject to the greater of existing indebtedness secured by the Mortgage (a) as defined in the Fair Market Value IRB Lease), in which event the purchase price shall be reduced by the outstanding principal balance of the System indebtedness as of the Purchase Date, or (b) the Early Termination Fee as closing date of the Purchase Date, as specified in Schedule 3, Column 2 purchase of the Special ConditionsPremises. To Following the exercise its purchase of the option, Purchaser shall, Lessee shall deliver to Lessor an appraisal of the FMV of the Premises performed by a licensed appraiser with not less than five (5) years’ experience as a commercial real estate appraiser in the Bernalillo County, New Mexico market area and experience with appraising industrial and manufacturing facilities (“Appraiser”), which appraisal shall be dated within one hundred and twenty eighty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30180) days of receipt the date the Purchase Option is exercised. If Lessor objects to the FMV determined by Lessee’s Appraiser, Lessor shall deliver written notice of Purchaser’s notice, Provider shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty such objection within ninety (3090) days after notification receipt thereof, together with an appraisal of the FMV of the Premises performed by an Appraiser selected by Lessor. If Lessor fails to confirm deliver written notice of its objection together with its Appraisal within such 90 day period, Lessor shall be deemed to have approved the FMV determined by Lessee’s appraiser. Within ninety (90) after the receipt of the Lessor’s appraisal, the two Appraisers shall select a third Appraiser who has no prior business relationship with Lessor or retract Lessee and such third Appraiser shall deliver its decision appraisal of the FMV of the Premises within ninety (90) days after its selection. In such event the FMV shall be the average of the two appraisals which are closest to exercise each other and the third appraisal shall be disregarded. Lessor and Lessee shall pay all costs and fees of their own Appraiser and 50% of the cost of the third Appraiser. Lessor and Lessee shall thereafter negotiate in good faith on the form of a commercially reasonable purchase option orand sale agreement, if which will provide for, among other things, a close of escrow to occur within three hundred sixty-five (365) days after the Option Price is equal expiration of the Term, that Lessor’s interest in the Premises shall be transferred to Lessee subject only to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option title exceptions approved in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4)by Lessee, (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free in its sole and clear of any Liensabsolute discretion, and (B) assign all vendor standard representations and warranties for from Lessor as the System to Purchaser, and (ii) Purchaser shall pay seller thereunder. Until the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution close of the documents and payment of the Option Price, in each case as described in the preceding sentenceescrow, the Agreement terms of this Lease shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be remain in lieu of full force and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option to purchase the Systemeffect.

Purchase Option. On Section 24.1. If at any Purchase Datetime during the Initial Term or any Option Period, so long as applicable, Landlord shall reach substantial agreement on the basic business terms of a Purchaser Default shall not have occurred and be continuing, Purchaser has sale of all or any portion of the option to purchase the System for a purchase price Premises (the “Option PriceSale Parcel”) equal to the greater of (a) the Fair Market Value of the System as of the Purchase Datea prospective purchaser, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and twenty (120) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider then Landlord shall specify the Option Price and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option notify Tenant in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.4), “Purchase Notice”) setting forth (i) the Parties shall promptly execute all documents necessary to size and location of the Sale Parcel, (Aii) cause title to the System to pass to Purchaser on proposed closing date, (iii) the Purchase Date, free and clear of any Lienspurchase price, and (Biv) assign all vendor warranties for other economic terms upon which Landlord is prepared to sell the System Sale Parcel to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made prospective purchaser. Section 24.2. Provided Tenant is not in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under the Agreement. Upon execution default of the documents and payment terms hereunder, Tenant shall have the right of the Option Price, in each case as described in the preceding sentence, the Agreement shall terminate automatically. For the avoidance of doubt, payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of the Agreement shall be applicable as if the Purchaser had not exercised any option first refusal to purchase the SystemSale Parcel on the terms and conditions outlined in the Purchase Notice, which right is exercisable by written Notice from Tenant to Landlord given within ten (10) Business Days after receipt of the Purchase Notice. If Tenant fails to notify Landlord that it will purchase the Sale Parcel within such 10 Business Day period, Tenant’s right of first refusal shall terminate, and Landlord shall have no further obligation to the Tenant under this Section 24.2 with respect to the Sale Parcel; provided, however, that if Landlord, within six (6) months after the date of Landlord’s Notice, has not closed on the sale of the Sale Parcel under terms and conditions which are substantially similar to those set forth in the applicable Purchase Notice, then Tenant’s right of first refusal under this Section 24.2 shall be reinstated and Landlord shall be required to reissue the Purchase Notice upon expiration of such six (6) month period. If Tenant shall exercise its right to purchase the Sale Parcel, pursuant to this Section 24.2, such sale shall be consummated on the terms and conditions mutually acceptable to both Landlord and Tenant, except to the extent such terms and conditions conflict with those set forth in the Purchase Notice in which case the terms in the Purchase Notice shall control.