Common use of Early Termination Option Clause in Contracts

Early Termination Option. Provided that no default has occurred and is continuing under the Lease, Lessee will have the following buy-out options (the “Termination Value”) upon a minimum of thirty (30) days’ prior written notice: (i) during the fifteenth (15th) month, twenty-fifth (25th) month, and the thirty-seventh (37th) month of the Lease, Lessee shall have an early buy-out option with respect to all but not less than all of the Equipment upon the payment of (a) the amount listed on Exhibit B attached hereto for the applicable time period when the buy-out option is to be exercised, plus (b) all other fees, costs and sums due at such time in accordance with this Lease. In addition to the Termination Value, the Lessee shall pay to Lessor an administrative charge to be determined by Lessor to cover its time and expenses incurred in connection with the exercise of the option to purchase, including, but not limited to, reasonable attorney fees and costs. Furthermore, upon the exercise by the Lessee of the option to purchase any of the Equipment, Lessee shall pay all applicable sales and transfer taxes and all applicable fees payable to any governmental authority as a result of the transaction contemplated by this Schedule. In such event, the Termination Value shall be increased by any sales and transfer taxes. If Lessee desires to exercise this option it shall provide Lessor with at least thirty (30) days prior written notice of such intention. Partial prepayments or payoffs may be permitted at Lessor's sole and absolute discretion subject to a Termination Value determined by Lessor, provided that such prepayment or payoff amounts shall be applied to amounts due under the Lease in inverse chronological order of the Lease termination date, commencing first with the End of Term Buyout Price and then the Termination Value. The Termination Value is presumed to be a reasonable estimate of the amount of damages sustained by Lessor as a result of the early termination of this Lease and Lessee agrees that the amount is reasonable under the circumstances currently existing. DATE OF EXECUTION: the 27th day of February, 2020 Lessor By: /s/ R▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: R▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Vice President Lessee By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CEO Lessee By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CEO Month of Lease Term Payment Date Buyout After Lease Payment ($) 15 8/27/2021 $ 10,818,753.11 25 6/27/2022 $ 8,175,726.45 37 6/27/2023 $ 4,837,403.36 To and part of Equipment Schedule 5J-0001 dated as of the 27th day of February, 2020 (the “Schedule”) executed pursuant to that certain Master Lease Agreement dated as of the 27th day of February, 2020 (the "Lease"), each between UTICA LEASECO, LLC, its successors and assigns ("Lessor"), 5J TRUCKING, a Texas limited liability company, d/b/a 5J and 5J Trucking, LLC (“5J Trucking”), its successors and permitted assigns, and 5J OILFIELD SERVICES, LLC, a Texas limited liability company (“5J Oil”), its successors and permitted assigns, (hereafter referred to both individually, and collectively (if more than one), as "Lessee").

Early Termination Option. Provided that no default Notwithstanding anything in the Lease to the contrary, upon Lessee’s payment on the sixth (6th) anniversary of the First Rental Payment Due Date (the “Early Termination Date”), and provided Lessee has occurred paid and is continuing Lessor has received all rental and any other payments due under the Lease prior to the exercise of the early termination option described in this Section 10, Lessee shall have the right to, upon not less than ninety (90) days’ (or more than one hundred eighty (180) days’) prior written notice to Lessor, purchase all, but not less than all, of the Property by paying a lump sum cash payment to Lessor on the Early Termination Date in an amount equal to 32.94% of the Property Cost indicated above (the “Early Termination Purchase Price”), plus all applicable sales, use, transfer, property and other similar taxes related to the sale of the Property. Upon receipt by Lessor of the Early Termination Purchase Price on the Early Termination Date, together with any other amounts due and payable under the Lease, all in immediately available funds, Lessor shall transfer to Lessee, without recourse or warranty of any kind, express or implied, all of Lessor’s right, title and interest in and to such Property on an AS-IS, WHERE-IS basis, with all faults, except Lessor will warrant that the Property is free and clear of any liens created by Lessor or any party on its behalf. Lessee will have would be obligated to reimburse Lessor for all taxes, charges and expenses relating to the following buy-out options (the “Termination Value”) upon a minimum of thirty (30) days’ prior written notice: (i) during the fifteenth (15th) monthsale, twenty-fifth (25th) monthregistration, use, possession, and the thirty-seventh (37th) month operation of the Lease, Property to the extent provided in the MLA. Lessor shall provide promptly to Lessee shall have an early buy-out option with respect to all but not less than all of the Equipment upon the payment of following Lessee’s request (a) the amount listed on Exhibit B attached hereto for the applicable time period when the buy-out option is to be exercisedwire transfer information, plus (b) a list of all other fees, costs charges and sums amounts due at such time in accordance with this Lease. In addition to the Termination Value, the and owing by Lessee shall pay to Lessor an administrative charge to be determined by Lessor to cover its time and expenses incurred at any relevant date in connection with the exercise of the option foregoing, and (c) such other information and calculations as Lessee may reasonably request in order to purchase, including, but not limited to, reasonable attorney fees and costs. Furthermore, upon the exercise by the permit Lessee of the option to purchase any of the Equipment, Lessee shall pay all applicable sales and transfer taxes and all applicable fees payable to any governmental authority as a result of the transaction contemplated by this Schedule. In such event, the Termination Value shall be increased by any sales and transfer taxes. If Lessee desires to exercise this option it shall provide Lessor with at least thirty (30) days prior written notice of such intention. Partial prepayments or payoffs may be permitted at Lessor's sole and absolute discretion subject to a Termination Value determined by Lessor, provided that such prepayment or payoff amounts shall be applied to amounts due under the Lease in inverse chronological order of the Lease termination date, commencing first with the End of Term Buyout Price and then the Termination Value. The Termination Value is presumed to be a reasonable estimate of the amount of damages sustained by Lessor as a result of the early termination of this Lease and Lessee agrees that the amount is reasonable under the circumstances currently existing. DATE OF EXECUTION: the 27th day of February, 2020 Lessor By: /s/ R▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: R▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Vice President Lessee By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CEO Lessee By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CEO Month of Lease Term Payment Date Buyout After Lease Payment ($) 15 8/27/2021 $ 10,818,753.11 25 6/27/2022 $ 8,175,726.45 37 6/27/2023 $ 4,837,403.36 To and part of Equipment Schedule 5J-0001 dated as of the 27th day of February, 2020 (perform the “Schedule”) executed pursuant to that certain Master Lease Agreement dated as of the 27th day of February, 2020 (the "Lease"), each between UTICA LEASECO, LLC, its successors and assigns ("Lessor"), 5J TRUCKING, a Texas limited liability company, d/b/a 5J and 5J Trucking, LLC (“5J Trucking”), its successors and permitted assigns, and 5J OILFIELD SERVICES, LLC, a Texas limited liability company (“5J Oil”), its successors and permitted assigns, (hereafter referred to both individually, and collectively (if more than one), as "Lessee")Early Termination Option” described in this Section 10.

Early Termination Option. Provided (a) Subject to the first sentence of Section 15.2 and the limitations contained in Section 14.1(b), on any scheduled Payment Date (the "Early Termination Payment Date") after the Delivery Date and so long as Lessee has not delivered written notice that no default has occurred and is continuing under it intends to exercise the LeaseSale Option, Lessee will have may, at its option, upon at least 30 days advance written notice to Agent and Lessor, purchase one or more Items of Equipment for a purchase price equal to the following buy-out options Early Termination Purchase Amount plus any Break Funding Amounts, if any (the “"Early Termination Value”) upon a minimum Option"). Upon the payment of thirty (30) days’ prior written notice: (i) during the fifteenth (15th) monthEarly Termination Purchase Amount by Lessee in accordance with the provisions of the preceding sentence, twenty-fifth (25th) month, Lessor shall execute and deliver to Lessee such documents as may be reasonably requested to release or evidence the release of the Item or Items of Equipment subject to the Early Termination Option from the terms and scope of this Lease and the thirty-seventh other Operative Documents (37th) month without representations or warranties, except that the Items of Equipment are free and clear of Lessor Liens attributable to Lessor), in such form as may be reasonably requested by Lessee, all at Lessee's sole cost and expense. If Lessee has elected the LeaseEarly Termination Option with respect to one or more Items of Equipment, Lessee shall have continue to make all payments of Rent due under this Lease until and including the Early Termination Payment Date. Upon payment of the Early Termination Purchase Amount in respect of such Items of Equipment together with all Basic Rent and LSI Logic Corporation Lease B Supplemental Rent then due and owing, the remaining scheduled Basic Rent payments under this Lease shall be reduced by an amount equal to the product of the scheduled amount of each such remaining Basic Rent payment (determined in each case prior to the receipt of such Early Termination Purchase Amount), multiplied by the Item Value Fraction of the Item or Items of Equipment subject to such early buy-out option termination. In the event Lessee shall elect the Early Termination Option with respect to all but of the Items of Equipment, the obligation of Lessee to pay Rent hereunder shall cease and the term of this Lease shall end on the date of such payment. (b) Lessee shall not be entitled to elect the Early Termination Option with respect to less than all of the Items of Equipment upon then subject to this Lease unless: (i) after giving effect to such Early Termination Option and all Early Termination Options previously exercised by Lessee, the payment aggregate Early Termination Purchase Amount paid with respect to Items of Equipment during the Lease term shall not exceed 25% of the aggregate Purchase Price of all Items of Equipment as of the Delivery Date; and (aii) the amount listed on Exhibit B attached hereto for the applicable time period when the buy-out option is to be exercised, plus (b) all other fees, costs and sums due at such time in accordance with this Lease. In addition to the Termination Value, the Lessee shall pay have delivered an appraisal at Lessee's sole expense to Lessor the Agent which is reasonably satisfactory in scope and form to the Agent (which has been prepared by an administrative charge appraiser selected by the Agent and approved by Lessee (such approval not to be determined by Lessor unreasonably withheld)) that confirms that, after giving effect to cover its time and expenses incurred in connection with the exercise of the option to purchasesuch Early Termination Option, including, but not limited to, reasonable attorney fees and costs. Furthermore, upon the exercise by the Lessee of the option to purchase any of the Equipment, Lessee shall pay all applicable sales and transfer taxes and all applicable fees payable to any governmental authority as a result of the transaction contemplated by this Schedule. In such event, the Termination Value shall be increased by any sales and transfer taxes. If Lessee desires to exercise this option it shall provide Lessor with at least thirty (30) days prior written notice of such intention. Partial prepayments or payoffs may be permitted at Lessor's sole and absolute discretion subject to a Termination Value determined by Lessor, provided that such prepayment or payoff amounts shall be applied to amounts due under the Lease in inverse chronological order of the Lease termination date, commencing first with the End of Term Buyout Price and then the Termination Value. The Termination Value is presumed to be a reasonable estimate Ratio of the amount Items of damages sustained by Lessor as a result of the early termination of Equipment remaining subject to this Lease and Lessee agrees that is not less than the amount is reasonable under the circumstances currently existing. DATE OF EXECUTION: the 27th day End of February, 2020 Lessor By: /s/ R▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: R▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Vice President Lessee By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CEO Lessee By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CEO Month Term Value Ratio of Lease Term Payment Date Buyout After Lease Payment ($) 15 8/27/2021 $ 10,818,753.11 25 6/27/2022 $ 8,175,726.45 37 6/27/2023 $ 4,837,403.36 To and part all Items of Equipment Schedule 5J-0001 dated originally subject to this Lease (as of set forth in the 27th day of February, 2020 (the “Schedule”) executed pursuant to that certain Master Lease Agreement dated as of the 27th day of February, 2020 (the "Lease"), each between UTICA LEASECO, LLC, its successors and assigns ("Lessor"), 5J TRUCKING, a Texas limited liability company, d/b/a 5J and 5J Trucking, LLC (“5J Trucking”), its successors and permitted assigns, and 5J OILFIELD SERVICES, LLC, a Texas limited liability company (“5J Oil”), its successors and permitted assigns, (hereafter referred to both individually, and collectively (if more than one), as "Lessee"Appraisal).

Early Termination Option. Provided that no default has occurred under the Lease and is continuing the Lease has not been amended to extend the term or Basic Rent under the Lease, Lessee will have at the following buy-out options (time the “Termination Value”) upon a minimum of thirty (30) days’ prior written notice: (i) during the fifteenth (15th) month, twenty-fifth (25th) month, and the thirty-seventh (37th) month of the monthly payments are due for months [*****]under this Lease, Lessee shall have an early buy-out termination option with respect to all but not less than all of the Equipment upon the payment of the Termination Value (defined below) and subject to the conditions set forth in this Section 14 (the “Early Termination Option”). As used herein, “Termination Value” shall mean with respect to the applicable month of the Lease, the sum of (a) the amount listed on Exhibit B attached hereto for the applicable time period month when the buy-out early termination option is to be exercised, plus ; (b) all other fees, fees and reimbursable costs and sums expenses due at such time in accordance with this LeaseLease and (c) the End of Term Buyout Price. The Termination Value is due and payable on the same day that the applicable monthly payment would have been due. In addition to the Termination Value, the Lessee shall pay to Lessor an administrative charge to be reasonably determined by Lessor to cover its time and expenses incurred in connection with the exercise of the option to purchaseEarly Termination Option, including, but not limited to, reasonable attorney fees and costscosts (the “Administrative Charge”). Furthermore, upon Upon the exercise by the Lessee of the option to purchase any of the EquipmentEarly Termination Option, Lessee shall pay all applicable sales and transfer taxes and all applicable fees payable to any governmental authority as a result of the transaction contemplated by this Schedule. In such event, the Termination Value shall be increased by any such sales and transfer taxes. If Lessee desires to exercise this option Early Termination Option, it shall provide Lessor with at least thirty (30) [*****] days prior written notice of such intention. Partial prepayments or payoffs may be permitted at Lessor's sole and absolute discretion subject to a Termination Value determined by Lessor, provided that such prepayment or payoff amounts shall be applied to amounts due under the Lease in inverse chronological order of the Lease termination date, commencing first with the End of Term Buyout Price and then the Termination Value. The Termination Value is presumed to be a reasonable estimate of the amount of damages sustained by Lessor as a result of the early termination of this Lease and Lessee agrees that the amount is reasonable under the circumstances currently existing. DATE OF EXECUTION: the 27th day of February, 2020 Lessor By: /s/ R▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: R▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Vice President Lessee By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CEO Lessee By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CEO Month of Lease Term Payment Date Buyout After Lease Payment ($) 15 8/27/2021 $ 10,818,753.11 25 6/27/2022 $ 8,175,726.45 37 6/27/2023 $ 4,837,403.36 To and part of Equipment Schedule 5J-0001 dated as of the 27th day of February, 2020 (the “Schedule”) executed pursuant to that certain Master Lease Agreement dated as of the 27th day of February, 2020 (the "Lease"), each between UTICA LEASECO, LLC, its successors and assigns ("Lessor"), 5J TRUCKING, a Texas limited liability company, d/b/a 5J and 5J Trucking, LLC (“5J Trucking”), its successors and permitted assigns, and 5J OILFIELD SERVICES, LLC, a Texas limited liability company (“5J Oil”), its successors and permitted assigns, (hereafter referred to both individually, and collectively (if more than one), as "Lessee").

Early Termination Option. Provided that no default has occurred and is continuing under the Lease, Lessee will Tenant shall have the following buy-out options right to terminate the Lease on July 31, 2026 (the “Early Termination ValueDate”) upon a minimum of thirty (30) days’ prior written notice), provided: (i) during the fifteenth (15th) month, twenty-fifth (25th) month, and the thirty-seventh (37th) month of the Lease, Lessee shall have an early buy-out option with respect to all but not less than all of the Equipment upon the payment of (a) Tenant delivers a written notice to Landlord of its intention to terminate no later than January 31, 2025, time being of the amount listed on Exhibit B attached hereto for the applicable time period when the buy-out option is to be exercised, plus essence; (b) all other feesTenant is not in default under the Lease from the time such notice is delivered until the Early Termination Date; and (c) Tenant delivers to Landlord, costs and sums due at such time in accordance with this Lease. In addition to the Termination Value, the Lessee shall pay to Lessor an administrative charge to be determined by Lessor to cover its time and expenses incurred in connection with the exercise notice provided in (a), a payment equal to one (1) year of Monthly Fixed Rent for the premises which Tenant is leasing in the Building as of the option Early Termination Date at the rate of $41.19 per rentable square foot; provided, however, that if Tenant exercises any rights under Section 13 to purchaseconvert the lobby into leasable space, including, but not limited to, reasonable attorney fees and costs. Furthermore, upon the exercise by the Lessee of the option to purchase any of the Equipment, Lessee shall pay all applicable sales and transfer taxes and all applicable fees payable to any governmental authority as a result of the transaction contemplated by this Schedule. In such event, the Termination Value payment shall be increased by any sales an amount equal to the unamortized transaction costs (leasing commissions and transfer taxesimprovement allowances), with interest thereon from the date of expenditure to the date of payment at nine percent (9%) per annum. If Lessee desires to exercise this option it Landlord shall provide Lessor Tenant with at least thirty (30) days prior written notice of such intention. Partial prepayments or payoffs may be permitted at Lessor's sole and absolute discretion subject to a Termination Value determined by Lessor, provided that such prepayment or payoff amounts shall be applied to amounts due under the Lease in inverse chronological order of the Lease termination date, commencing first with the End of Term Buyout Price and then the Termination Value. The Termination Value is presumed to be a reasonable estimate of the amount of damages sustained by Lessor as the foregoing payment within fifteen (15) days after receipt of a result of the early termination written request therefor from Tenant. Exercise of this Termination Option shall be irrevocable, but shall not excuse Tenant from paying all Fixed Rent and additional rent accruing through the Early Termination Date. If Tenant fails to timely exercise this Termination Option, Tenant shall be deemed to have waived all of its rights to terminate this Lease and Lessee agrees that the amount is reasonable under the circumstances currently existing. DATE OF EXECUTION: the 27th day of February, 2020 Lessor By: /s/ R▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: R▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Vice President Lessee By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CEO Lessee By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CEO Month of Lease Term Payment Date Buyout After Lease Payment ($) 15 8/27/2021 $ 10,818,753.11 25 6/27/2022 $ 8,175,726.45 37 6/27/2023 $ 4,837,403.36 To and part of Equipment Schedule 5J-0001 dated as of the 27th day of February, 2020 (the “Schedule”) executed pursuant to that certain Master Lease Agreement dated as of the 27th day of February, 2020 (the "Lease"), each between UTICA LEASECO, LLC, its successors and assigns ("Lessor"), 5J TRUCKING, a Texas limited liability company, d/b/a 5J and 5J Trucking, LLC (“5J Trucking”), its successors and permitted assigns, and 5J OILFIELD SERVICES, LLC, a Texas limited liability company (“5J Oil”), its successors and permitted assigns, (hereafter referred to both individually, and collectively (if more than one), as "Lessee")Early Termination Date.