Common use of Put Option Clause in Contracts

Put Option. At any time from and after the date which is sixty (60) days prior to the expiration of the Facility Term, VMRE shall have a put option (the “Put”), pursuant to which VMRE may (but shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana shall have a period of sixty (60) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related to the applicable Property shall terminate as of the date of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase of the Property under this Section 3.6, VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the Property.

Put Option. At any time from 12.1 For good and after valuable consideration, the date receipt and sufficiency of which is sixty are hereby acknowledged, each of the Top Tone Parties and Top Tone Holdings (60each a "Put Party") days prior shall, subject to the expiration provisions of this Clause 12, have the Facility Term, VMRE shall have a put option irrevocable and unconditional right to require CME ME to purchase all or any part of its Ownership Interests in Top Tone Media and Zopal respectively at the Put Price (the “"Put”"). 12.2 Subject to Clause 15.3, pursuant to which VMRE may (but shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana shall have a period of sixty (60) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of exercisable at any time following the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related to the applicable Property shall terminate as fifth anniversary of the date of such repurchase this Agreement or at any time following the giving of a Call Notice otherwise than in respect of all of the Ownership Interests in Top Tone Media or in Zopal above an Ownership Interest of 6%, as applicable. 12.3 The right of a Put Party to exercise the Put is conditional upon the following: (a) neither Top Tone Holdings nor any of its Affiliates or, as the case may be, neither the Top Tone Parties nor any of their respective Affiliates being in material breach of any of the Transaction Documents; (b) the Put Party having full unencumbered right and reconveyance title to its entire Ownership Interest in Top Tone Media or in Zopal, as applicable; and (c) no Event of Default shall have occurred and Carvana agrees be continuing. 12.4 A Put Party may only exercise the Put by giving a written exercise notice (a "Put Notice") to execute any instrument or agreement reasonably requested by VMRE CME ME. The Put Notice shall: (a) state that the Put Party is exercising the Put; (b) request CME ME nominate an Investment Bank for purposes of terminating the applicable Ground Sub-Lease. In connection with Valuation; and (c) state the repurchase anticipated time and place on which CME ME shall be obliged, subject to the completion of the Property under this Section 3.6Valuation, VMRE to acquire the entire Ownership Interests of the Put Party in exchange of payment by CME ME of the Put Price, which (subject to such terms and conditions) shall occur on a date falling not more than twenty (20) Business Days after the date on which such Valuation is completed (or, in each case, such later date as is necessary to obtain all required governmental and regulatory approvals and consents) (the "Put Closing Date"). 12.5 Once given, a Put Notice shall be irrevocable. 12.6 If CME ME receives a Put Notice, CME ME may give written notice (an "Objection Notice") to the Put Party within ten (10) Business Days of the receipt of such Put Notice of any objections to the exercise of the Put. If such Objection Notice contains valid grounds for objection, the Put shall not be required exercisable. If the grounds for objection specified in the Objection Notice are capable of remedy, the Put Party may remedy any such grounds for objection. If, following such a remedy, the Put Party wishes to exercise the Put, it shall recommence the process outlined in this Clause 12. 12.7 Within twenty (20) Business Days of receipt of a Put Notice (provided that no Objection Notice containing valid grounds for objection has been served), each of CME ME and Top Tone Holdings shall appoint an Investment Bank (in each case as an expert and not an arbitrator) for the purposes of determining the Valuation. 12.8 CME ME and the Put Party shall instruct their respective Investment Banks to agree on common valuation parameters within fifteen (15) Business Days of appointment (which shall be limited to considerations of economic value only, on a "debt-free, cash-free" basis viewed as a passive investment without regard for any board or management positions or any share transfer restrictions). 12.9 CME ME and the Put Party shall use their commercially reasonable efforts to cause their respective Investment Banks to provide or deliver any indemnification or affidavit their valuations of the Ownership Interests within thirty (30) Business Days of agreeing the common valuation parameters. 12.10 In the event that a third Investment Bank is jointly appointed, CME ME and the Put Party shall use their commercially reasonable efforts to Carvana or cause such Investment Bank to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities provide its valuation of the Ownership Interests within twenty (20) Business Days of its appointment based on the Propertysame valuation principles as referred to in Clause 12.8. 12.11 The consummation of the Put shall take place at such time and place as may be specified in the Put Notice in accordance with the foregoing or otherwise agreed among the Parties. CME ME shall have no obligation to pay any portion of the Put Price unless all conditions to the exercise of the Put are satisfied and remain satisfied on the Put Closing Date. CME ME shall pay the full amount of the Put Price to such bank account as is nominated in writing for such purpose by the Put Party. 12.12 The Parties agree that if they determine that the transfer and payment arrangements described herein are not structured properly to optimize the tax and accounting treatment to the level intended by the Parties, they shall cooperate in good faith to agree on and implement an alternative structure or make any appropriate changes to the existing structure. All such changes shall in all material respects result in maintaining the same balance of commercial and economic interests of the Parties as existed before making any such changes.

Put Option. At any time from and after the date which is sixty (60) days prior to the expiration of the Facility Term, VMRE shall have a put option (the “Put”), pursuant to which VMRE may (but shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana shall have a period of sixty (60) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related to the applicable Property shall terminate as of the date of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase of the Property under this Section 3.6, VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the Property. Article IV.

Put Option. (a) At the option of the Holder, on or after April 15, 2014 (each such date a "Repurchase Date"), each Holder may require the Company to repurchase, and the Company shall repurchase, any and all Notes submitted for repurchase by the Holders thereof at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to such Repurchase Date (the "Repurchase Price"). (b) A Holder may exercise its right specified in Section 3.10(a) hereof upon delivery of a written notice of repurchase (a "Repurchase Notice"), substantially in the form of Exhibit E hereto, to the Company. The Repurchase Notice must be delivered at least 30 days but not more than 60 days before such Repurchase Date. The Repurchase Notice will state: (1) the certificate number(s) of the Note(s) which the Holder will deliver to be repurchased or the appropriate Depositary procedures if Definitive Notes have not been issued; (2) the portion of the principal amount of the Note(s) which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or a multiple of $1,000; and (3) that such Note(s) shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in the Notes and in this Indenture. (c) The delivery of such Note(s) (either through the surrender of Definitive Notes or through the delivery of beneficial interests in a Global Note in accordance with the Applicable Procedures) to the Paying Agent with, or at any time from and after delivery of, the date which is sixty Repurchase Notice (60together with all necessary endorsements) days prior at the offices of the Paying Agent shall be a condition to the expiration receipt by the Holder of the Facility TermRepurchase Price therefor; provided, VMRE however, that such Repurchase Price shall have a put option (the “Put”), pursuant to which VMRE may (but shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE so paid pursuant to this AgreementSection 3.10 only if the Note(s) so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice. Upon written notice from VMRE exercising Any repurchase by the Put with respect Company contemplated pursuant to a Property, Carvana the provisions of this Section 3.10 shall have a period be consummated by the delivery of sixty (60) days the consideration to repurchase be received by the Property at Holder promptly following the later of the Repurchase Price. If Carvana fails to repurchase Date and the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event time of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance delivery of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related to the applicable Property shall terminate as of the date of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase of the Property under this Section 3.6, VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the PropertyNote(s).

Put Option. At Employer Securities that are not readily tradable on an established market when distributed shall be subject to the following put option. The put option must: (i) Be exercisable by a Participant or his donee or a person, estate or distributee to whom the Employer Security passes by reason of death (the "Optionor"); (ii) Permit the Optionor to put the Employer Securities to the: (a) Employer provided, however, that the put option may grant the Plan an option to assume the Employer's rights and obligations at the time of exercise; (b) A third party (for example, a Related Employer or a non-Plan shareholder) that has substantial net worth at the time the Exempt Loan is made and whose net worth is reasonably expected to remain substantial if it is known at the time an Exempt Loan is made that Federal or state law shall be violated by the Employer's honoring such put option; (iii) if the Employer Securities were acquired with the proceeds of an Exempt Loan, be exercisable at least during a 15-month period which begins on the date the Employer Securities subject to the put option are distributed by the Plan, excluding any time when the Optionor is unable to exercise the option because the party in (ii) above is prohibited by law from and after honoring it (subject to the date notice provisions in Treasury Regulation Section 54.4975-7(b)(1l)(ii) for publicly traded securities which is cease to be so during that 15-month period); (iv) if the Employer Securities were not acquired with the proceeds of an Exempt Loan, be exercisable for an initial period of at least sixty (60) days prior to following the expiration date of distribution of the Facility TermEmployer Securities, VMRE shall have and if necessary, for a put option (the “Put”), pursuant to which VMRE may (but shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana shall have a second period of at least sixty (60) days in the following Plan Year after the new determination of the fair market value of the Employer Securities by the Advisory Committee and notice to repurchase the Property Optionor of the new fair market value; (v) Exercised by the Optionor by notifying the Employer in writing that the put option is being exercised; (vi) Exercisable at the Repurchase Price. If Carvana fails to repurchase value of the Property within the 60-day period Employer Securities as determined under Section 11.6(a); and (vii) Have payment terms as provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal Section 11.4. Payment to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as Optionor may be expressly provided in restricted only by the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase terms of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheldan Exempt Loan, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related to the applicable Property shall terminate as of the date of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested otherwise required by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase of the Property under this Section 3.6, VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the Propertystate law.

Put Option. At (a) In the event that a Founder should sell any time from Founder Stock in contravention of the co-sale rights of each Investor under Section 2.4 of this Agreement (a "Prohibited Transfer"), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Investor shall have the right to sell to such Founder the type and number of shares of Common Stock equal to the number of shares each Investor would have been entitled to transfer to the purchaser under Section 2.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (c) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the purchaser to such Founder in such Prohibited Transfer. The Founder shall also reimburse each Investors for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Investor's rights under Section 2.4. (d) Within ninety (90) days after the date on which is sixty (60) days prior an Investor received notice of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the expiration Founder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (e) Such Founder shall, upon receipt of the Facility Term, VMRE shall have a put option (certificate or certificates for the “Put”)shares to be sold by an Investor, pursuant to which VMRE may this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(c), in cash or by other means acceptable to the Investor (but f) Notwithstanding the foregoing, any attempt by a Founder to Transfer Founder Stock in violation of Section 2 hereof shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana shall have a period of sixty (60) days to repurchase the Property voidable at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided option of a majority in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance interest of the Property made pursuant to Investors if a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as majority in interest of the date VMRE exercises it’s Investors do not elect to exercise the Putput option set forth in this Section 4.2, without representation or warranty except as may be expressly provided in and the conveyance documents to be delivered by VMRE which shall be in substantially the same form Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the Conveyance Documents entered into with respect to VMRE’s purchase holder of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related to shares without the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership written consent of a majority in interest of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related to the applicable Property shall terminate as of the date of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase of the Property under this Section 3.6, VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the PropertyInvestors.

Put Option. At In the event of a Prohibited Transfer, each Stockholder who failed to receive a Notice of Intended Transfer in accordance with Section 3.1.1 above, and each Stockholder who received a Notice of Intended Transfer in accordance with Section 3.1.1 above, and gave notice as provided in Section 3.1.3(a) above of its election to exercise co-sale rights pursuant to Section 3.2 above, shall have the right to sell to such Stockholder the number and type of Equity Securities such Stockholder would have been entitled to transfer to the third-party transferee(s) under Section 3.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to such Stockholder shall be equal to the price per share paid by the third-party transferee(s) to such Stockholder in the Prohibited Transfer. Such Stockholder shall also reimburse each Stockholder for any time from and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Stockholder's rights under this Section 3. (ii) Within ninety (90) days after the date which is sixty (60) days prior to the expiration later of the Facility Termdates on which the Stockholder (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, VMRE shall have such Stockholder shall, if exercising the option created hereby, deliver to such Stockholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) Such Stockholder shall, upon receipt of the certificate or certificates or other documentation for the Equity Securities to be sold by a put option (the “Put”)Stockholder, pursuant to which VMRE may (but shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana shall have a period of sixty (60) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related to pay the applicable Property shall terminate aggregate purchase price therefor and the amount of reimbursable fees and expenses, as of the date of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase of the Property under specified in this Section 3.6, VMRE in cash or by other means acceptable to the Stockholder. (iv) Notwithstanding the foregoing, any attempt by a Stockholder to transfer Equity Securities in violation of Section 3 hereof shall be void and the Company agrees it will not be required to provide or deliver effect such a transfer nor will it treat any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on alleged transferee(s) as the Propertyholder of such shares without the written consent of a two-thirds in interest of the Stockholders.

Put Option. At any time from 6.1 For good and after valuable consideration, the date receipt and sufficiency of which is sixty (60) days prior are hereby acknowledged, Top Tone Holdings shall, subject to the expiration provisions of this Clause 6, have the Facility Term, VMRE shall have a put option irrevocable and unconditional right to require CME ME to purchase its entire Ownership Interest in CME Bulgaria at the Put Price (the “"Put”"). 6.2 Subject to Clause 9.3, pursuant to which VMRE may (but shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana shall have a period of sixty (60) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of exercisable at any time following the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related to the applicable Property shall terminate as third anniversary of the date of such repurchase this Agreement. 6.3 The right of Top Tone Holdings to exercise the Put is conditional upon the following: (a) neither Top Tone Holdings nor any of its respective Affiliates being in material breach of any of the Transaction Documents; (b) Top Tone Holdings having full unencumbered right and reconveyance title to its entire Ownership Interest in CME Bulgaria at the Put Closing Date; and (c) no Event of Default having occurred and Carvana agrees be continuing. 6.4 Top Tone Holdings may only exercise the Put by giving a written exercise notice (a "Put Notice") to execute any instrument or agreement reasonably requested by VMRE CME ME. The Put Notice shall: (a) state that Top Tone Holdings is exercising the Put; (b) request CME ME nominate the CME Investment Bank for purposes of terminating the applicable Ground Sub-Lease. In connection with Valuation; and (c) state the repurchase anticipated time and place on which CME ME shall be obliged, subject to the completion of the Property under this Section 3.6Valuation, VMRE to acquire the entire Ownership Interest of Top Tone Holdings in exchange of payment by CME ME of the Put Price, which (subject to such terms and conditions) shall occur on a date falling not more than twenty (20) Business Days after the date on which such Valuation is completed (or, in each case, such later date as is necessary to obtain all required governmental and regulatory approvals and consents) (the "Put Closing Date"). 6.5 Once given, a Put Notice shall be irrevocable. 6.6 If CME ME receives a Put Notice, CME ME may give written notice (a "Put Objection Notice") to Top Tone Holdings within ten (10) Business Days of the receipt of such Put Notice of any objections to the exercise of the Put. If such Put Objection Notice contains valid grounds for objection, the Put shall not be required exercisable. If the grounds for objection specified in the Put Objection Notice are capable of remedy, Top Tone Holdings may remedy any such grounds for objection. If, following such a remedy, Top Tone Holdings wish to provide exercise the Put, they shall recommence the process outlined in this Clause 6. 6.7 Within twenty (20) Business Days of receipt of a Put Notice (provided that no Put Objection Notice containing valid grounds for objection has been served), each of CME ME and Top Tone Holdings shall appoint the CME Investment Bank and Top Tone Holdings Investment Bank for the purposes of determining the Valuation. 6.8 The consummation of the Put shall take place at such time and place as may be specified in the Put Notice in accordance with the foregoing or deliver otherwise agreed among the Parties. CME ME shall have no obligation to pay any indemnification or affidavit portion of the Put Price unless all conditions to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to the exercise of the Put are resulting from Carvana’s construction activities satisfied and remain satisfied on the PropertyPut Closing Date. CME ME shall pay the full amount of the Put Price to such bank account as is nominated in writing for such purpose by Top Tone Holdings. 6.9 The Parties agree that if they determine that the transfer and payment arrangements described in this Clause 6 are not structured properly to optimize the tax and accounting treatment to the level intended by the Parties, they shall cooperate in good faith to agree on and implement an alternative structure or make any appropriate changes to the existing structure and accordingly this Agreement. All such changes shall in all material respects result in maintaining the same balance of commercial and economic interests of the Parties as existed before making any such changes.

Put Option. At 1.4.1 In consideration of the mutual covenants contained in this Schedule 10, the Seller irrevocably undertakes to acquire, from the Company, the shares which the Company owns in FAMWA (referred to as the "SALE Shares") and the whole of the issued share capital of FAMCA ("PUT OPTION") at the Buyer's first request pursuant to paragraph 1.4.2 for Pound Sterling1 PROVIDED THAT such request is given at any time during the period from the occurrence of a Failure Event until the first anniversary of the occurrence of that Failure Event. 1.4.2 The Put Option may be exercised by the Buyer serving written notice on the Seller and such notice shall state the date (which shall be not more than 20 Business Days nor less than 10 Business Days after the date upon which such notice is sixty (60received by the Seller) days prior to and place in the expiration United Kingdom where completion of the Facility Termsale and purchase of the Sale Shares, VMRE and the completion of the sale of the entire issued share capital of FAMCA, shall have a put option (take place. Subject only to clause 1.4.3, the “Put”), pursuant parties shall be obliged to which VMRE may (but shall not be required to) require Carvana take all steps within their power to repurchase from VMRE any Property sold to VMRE effect completion of such sales on the date nominated by the Buyer pursuant to this Agreement. Upon written notice clause 1.4. 1.4.3 The Seller will not be obliged to complete the purchase of the Sale Shares until such time as: (a) it is able lawfully to acquire the Sale Shares without the Company having to offer any of such Sale Shares to any other person, whether pursuant to the constitutional documents of FAMWA or any other agreements between the shareholders; (b) the Services Agreement in the form approved by the Buyer and the Seller (such approval not to be unreasonably withheld or delayed) has been entered into by FIML, FAMWA and FAMCA; and (c) any consents or approvals to the sale of the Sale Shares and the shares held by the Seller in FAMCA which are required from VMRE exercising the Put with respect to a Property, Carvana shall any applicable Regulatory Authority have been obtained on terms that will not have a period material adverse effect on the ability of sixty (60) days either the Seller, FAMWA or FAMCA to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (carry on FAMWA's or as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be appropriate FAMCA's business in substantially the same form manner as FAMCA's or FAMWA's business was carried out prior to completion of the Put Option. The Seller shall, with effect from service of the relevant notice pursuant to clause 1.4.2, use all reasonable endeavours to promptly obtain the regulatory consents or approvals necessary or desirable in respect of any sale of the Sale Shares to it, and the shares held by the Company in FAMCA to it, pursuant in each case to the Put Option. The Buyer shall procure that the Company will provide any information and documents reasonably required and requested by the Seller for the purposes of making any submissions, filings or notifications in connection with such regulatory consents. 1.4.4 In consideration of the mutual covenants contained in this Schedule 10, the Seller irrevocably undertakes (subject to the completion of any required legal or regulatory formalities which the Seller shall use reasonable endeavours to complete) to acquire from the Company, at the Buyer's first request pursuant to this paragraph, the Company's interest in the African Funds PROVIDED THAT such request is given at any time during the period from the occurrence of a Failure Event until the first anniversary of the occurrence that Failure Event. This option shall be referred to as the Conveyance Documents entered into with respect to VMRE’s purchase of "AFRICAN FUNDS OPTION". The Seller will acquire any such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related interest pursuant to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of African Funds Option for Pound Sterling204,000. The African Funds Option may be exercised by the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana Buyer serving written notice on the Seller and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related to the applicable Property notice shall terminate as of state the date of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase of the Property under this Section 3.6, VMRE (which shall not be required more than 20 Business days nor less than 10 Business Days after the date upon which such notice is received by the Seller) and place in the United Kingdom where completion of the sale and purchase of the relevant interest(s) shall take place. The parties shall be obliged to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities effect completion of the sale and purchase of the Company's interest in the African Funds on the Propertydate nominated by the Buyer pursuant to this paragraph. On such completion, the Seller shall pay to the Buyer the consideration in immediately available funds.

Put Option. At any time from Buyer grants Seller the option ("Put Option") to put and after sell to Buyer for a price of Seventeen Million and No/100 Dollars ($17,000,000.00) that certain real property commonly known as "the date which is sixty Greenhills Property" and described on EXHIBIT "D" attached hereto (60"Greenhills Property"). Seller shall exercise the Put Option, if at all, by delivering written notice of such exercise ("Option Exercise Notice") days prior to Buyer on or before the expiration first (1st) anniversary of the Facility Term, VMRE shall have a put option Close of Escrow. Within ten (the “Put”), pursuant to which VMRE may (but shall not be required to10) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana shall have a period of sixty (60) business days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance following Buyer's receipt of the Option Exercise, Buyer and Seller shall enter into a purchase agreement for the Greenhills Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE ("GP Purchase Agreement") which purchase agreement shall be in substantially the same form as the Conveyance Documents entered into with respect and substance identical to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to this Agreement except (i) all applicable Permitted Exceptions related to the "Property" shall be the Greenhills property, (ii) all other new easementsthe purchase price shall be as specified in this ▇▇▇▇▇▇▇▇▇ ▇▇, liens or encumbrances entered into during VMRE’s ownership of the Property(▇▇▇) no additional put option shall be included, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (aiv) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not there shall be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Propertyno Seller leaseback, and (iiiv) any mechanic’s the "Books and materialmen’s liens related Records" to Carvana’s construction be delivered or made available to Buyer by Seller shall be as set forth in Exhibit "F" attached hereto. Notwithstanding anything to the contrary herein, Buyer's obligation to purchase the Greenhills Property following Seller's exercise of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related Put Option shall remain subject to the applicable Property shall terminate as contingencies and closing conditions set forth in the GP Purchase Agreement including, without limitation, contingencies relating to Buyer's review and investigation of the date Greenhills Property. The provisions of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes this Paragraph 16 shall survive the Close of terminating the applicable Ground Sub-Lease. In connection with the repurchase of the Property under this Section 3.6Escrow, VMRE but shall not be required survive any termination of this Agreement prior to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the PropertyClose of Escrow.

Put Option. At a. Expedia hereby grants to Sabre, an exclusive, irrevocable right, exercisable by Sabre at any time from and after during a Put Window (except for any time during a Put Suspension Period), in the date which is sixty sole discretion of Sabre, to require Expedia (60) days prior to the expiration or an Affiliate of the Facility Term, VMRE shall have a put option (the “Put”Expedia designated by Expedia), pursuant to which VMRE may (but shall not be required to) require Carvana and subject to repurchase from VMRE any Property sold the terms of the Definitive Documents and subject to VMRE pursuant to Section 3.b of this Agreement. Upon written notice from VMRE exercising , to acquire all right, title and interest in and to the Put Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances which shall be Excluded Liabilities), except that with respect to any Acquired Assets that are Shared Assets, the parties will agree upon how to continue shared use of such Shared Assets between Expedia and the Travelocity Parties (which may involve transition services, the separation or shared ownership, or the grant of a Propertylicense from one party to the other), Carvana shall have a period of sixty (60) days to repurchase from the Property Travelocity Parties at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate aggregate purchase price equal to the Holdover Rent (as defined Travelocity Put Purchase Price in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related to the applicable Property shall terminate effect as of the date of such repurchase exercise, subject to the terms and reconveyance conditions set forth in this Agreement (the “Put Option”). At the time of negotiating the Definitive Documents, the Parties will negotiate in good faith to determine which Assets of the Travelocity Parties will be added on Schedule 1(a) pursuant to the terms of Section 5 of this Agreement, as well as the allocation of the Acquired Assets as Shared Assets and Carvana agrees Acquired Assets, except that in no event shall such Assets include assets of or interests in la▇▇▇▇▇▇▇▇.▇▇▇ ▇LC or any of its direct or indirect subsidiaries (assuming such assets of la▇▇▇▇▇▇▇▇.▇▇▇ ▇LC or any of its direct or indirect subsidiaries do not include material Acquired Assets). The Travelocity Parties will not share any Assets for the purpose of circumventing the terms of this Agreement by making such Assets “Shared Assets.” b. The Put Option may be exercised by Sabre by giving written notice (a “Put Notice”) to execute Expedia at any instrument time during the Put Window (except for any time CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. during a Put Suspension Period). For avoidance of doubt, if any Put Notice is delivered and is later determined to have been delivered during a Put Suspension Period, or agreement reasonably requested by VMRE for purposes to not have been delivered during a Put Window, such Put Notice shall be deemed void and of terminating the applicable Ground Sub-Lease. In connection no further force or effect; provided, however, that any dispute regarding such determination shall be resolved in accordance with the repurchase Dispute Resolution Procedures. c. Following the delivery of any Put Notice, until the consummation of the Property under Asset Sale required by such Put Notice (the “Put Exclusivity Period”), no Travelocity Party shall engage in any of the Prohibited Actions. d. Notwithstanding anything to the contrary in this Section 3.6Agreement or the TSM Agreement, VMRE in no event shall not the Travelocity Parties be required to provide or deliver consummate a sale of the Acquired Assets pursuant to the Put Option at any indemnification or affidavit time prior to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities the date that, (i) during the period commencing on the PropertyEffective Date and ending on the first anniversary thereof, is one hundred twenty (120) days and (ii) following the first anniversary until the earlier of the expiration or the termination of this Agreement, is sixty (60) days, in each case, after delivery by Sabre of a Put Notice.

Put Option. At any time from and after the date which is sixty (60) days If, prior to the expiration Company’s and its Affiliates’ disposition to one or more Third Parties of all of the Facility TermRegistrable Securities, VMRE the Acquiror ceases, for whatever reason, to be publicly traded on the Nasdaq Capital Market, the Company shall have the option to require that the Acquiror (or any successor thereto) repurchase all or any part of the remaining Registrable Securities from the Company and its Affiliates, in cash at the fair market value per share of such Registrable Securities, as determined by a put option third party appraiser to be selected by the Company and reasonably agreed to by the Acquiror. Such repurchase shall occur five (5) Business Days after the “Put”)third party appraiser has delivered its valuation report to the Company and the Acquiror; provided, pursuant that the Company may notify the Acquiror not later than two (2) Business Days after the delivery of the valuation report that the Company has elected to which VMRE may (but shall not be required to) require Carvana to terminate the Acquiror’s repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put obligation with respect to the Registrable Securities in question (such notice, the “Cancellation Notice”). In no case shall the Company deliver a Propertynotice requiring the repurchase of any Registrable Securities more than once in any six-month period. The Acquiror shall be responsible for the reasonable fees and documented expenses of the third party appraiser except in the case of the Company’s delivery of a Cancellation Notice, Carvana in which case the Company shall pay such fees and expenses. The Acquiror agrees that neither it nor any of its Affiliates shall enter into any contract, agreement, indenture or instrument that would prohibit the repurchase transaction contemplated by this Section 5.3(d). The Acquiror and the Company shall cooperate to cause the third party appraisal to be completed as promptly as possible. The Acquiror will, and will cause each of its subsidiaries to, undertake diligent efforts following delivery of such appraisal report to finance the payment of the repurchase so that the repurchase price may be paid in full in cash when due under this paragraph. Such diligent efforts shall include, but not be limited to, pursuing private or public offerings of equity or debt securities, restructuring of the Acquiror’s or any subsidiary’s debt and other recapitalization, and using reasonable best efforts to obtain necessary consent of any lender restricting such repurchase. In the event that, notwithstanding such diligent efforts, the Acquiror is prohibited from purchasing the Registrable Securities in cash as a result of the consent right of Silicon Valley Bank under the Acquiror’s loan agreements as they exist on the date hereof, then the Company shall have the option, in its sole and absolute discretion, to either (i) rescind the repurchase notice for all or a period portion of sixty the applicable shares (60) days including such part as would allow the Acquiror to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentenceremaining portion), such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership require the Acquiror to pay the maximum portion of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) price as permitted under such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Propertyloan agreements, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction pay the balance of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related price by issuing to the applicable Property shall terminate as holders of the Registrable Securities a subordinated promissory note in a form reasonably acceptable to Silicon Valley Bank (or its successor) (prepayable at any time, and with a maturity date of three (3) years) in principal amount equal to such repurchase portion of the price and reconveyance in form and Carvana agrees substance to execute any instrument be agreed upon in good faith by the Acquiror and the Company (with such note bearing 15% annual interest, compounded daily and with such interest payable monthly, or agreement reasonably requested by VMRE for purposes if less, the maximum amount permitted under applicable law); provided that any, in the case of terminating such note, the applicable Ground Sub-Lease. In connection 15% interest (or lesser amount as permitted under applicable law) shall accrue and be payable on a monthly basis under the terms of this Agreement until such time as the note becomes effective (at which time the interest shall be accrued and payable in accordance with the repurchase terms of the Property under this Section 3.6, VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the Propertysuch note).

Put Option. At (a) Notwithstanding Section 3.01 or any time from and after the date which is sixty (60) days prior other provision herein to the expiration contrary, any of the Facility TermArdshiel Affiliates may from time to time propose or request that GEIPPPII sell or dispose of all of GEIPPPII's Equity Securities in a bona fide arm's length sale, VMRE to any Person or Persons who are not Affiliates of any of the Ardshiel Affiliates (an "ARDSHIEL PROPOSAL"), but GEIPPPII shall be under no obligation to do so; PROVIDED, HOWEVER, that if GEIPPPII has held such Equity Securities for at least two years, and the terms on which any of the Ardshiel Affiliates so proposes or requests GEIPPPII to sell or dispose of such Equity Securities would result in GEIPPPII realizing an annual internal rate of return on its investment in the Company, WIH and Door of at least 15% (compounded semi-annually) over the period that such Equity Securities have been held pursuant to the calculations set forth in the Letter Agreement, and GEIPPPII is permitted by applicable law and regulation to sell but refuses to sell or dispose of such Equity Securities on such terms as set forth in the Ardshiel Proposal, each of the Ardshiel Affiliates shall have a put option the right (the “Put”), pursuant "PUT RIGHT") to which VMRE may cause GEIPPPII to purchase the Ardshiel Stockholders' interests in any Equity Securities (but shall not be required tothe "PUT SECURITIES") require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to for a Property, Carvana shall have a period of sixty (60) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate purchase price equal to the Holdover Rent (as defined lesser of the price set forth in the Operator Lease). The conveyance of Ardshiel Proposal and the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of price determined in accordance with the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided formula set forth in the conveyance documents Letter Agreement. GEIPPPII shall have the right to be delivered by VMRE which assign such purchase obligation to any Person and GEIPPPII shall be in substantially the same form as the Conveyance Documents entered into with respect have no obligation under this Section 3.04 subsequent to VMRE’s purchase of such Property. AdditionallySeptember 19, such conveyance 2005. (b) Each Ardshiel Proposal shall be subject to (i) all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which contain (a) have not been requested by Carvana the name and address of the proposed transferee and (b) have been entered into without Carvana’s consentthe proposed purchase price, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, terms of payment and (iii) any mechanic’s other material terms and materialmen’s liens related to Carvana’s construction conditions of the Improvementsproposed transaction. Upon Within 15 days following the reconveyance receipt of a Property made under this Section 3.6an Ardshiel Proposal, any Ground Sub-Lease related GEIPPPII shall notify the Ardshiel Affiliates if it will sell on the terms and conditions contained in the Ardshiel Proposal, subject to the applicable Property shall terminate as review and approval of the date final documentation of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase of the Property under this Section 3.6, VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the PropertyArdshiel Proposal.

Put Option. At (a) Notwithstanding Section 3.01 or any time from and after the date which is sixty (60) days prior other provision herein to the expiration contrary, any of the Facility TermArdshiel Affiliates may from time to time propose or request that GEIPPPII sell or dispose of all of GEIPPPII's Equity Securities and Discount Debentures, VMRE in a bona fide arm's length sale, to any Person or Persons who are not Affiliates of any of the Ardshiel Affiliates (an "ARDSHIEL PROPOSAL") but GEIPPPII shall be under no obligation to do so; provided, however, that if GEIPPPII has held such Equity Securities and Discount Debentures for at least two years and the terms on which any of the Ardshiel Affiliates so proposes or requests GEIPPPII to sell or dispose of such Equity Securities and Discount Debentures would result in GEIPPPII realizing an annual internal rate of return on its investment in the Company, WIH and Door of at least 15% (compounded semi-annually) over the period that such Equity Securities and Discount Debentures have a put option been held pursuant to the calculations set forth in the letter agreement (the “Put”)"Letter Agreement") among the Ardshiel Affiliates and GEIPPPII, pursuant to which VMRE may (but shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana shall have a period of sixty (60) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” dated as of the date VMRE exercises it’s the Puthereof, without representation and GEIPPPII is permitted by applicable law and regulation to sell but refuses to sell or warranty except dispose of such Equity Securities and Discount Debentures on such terms as may be expressly provided set forth in the conveyance documents Ardshiel Proposal, each of the Ardshiel Affiliates shall have the right (the "PUT RIGHT") to be delivered by VMRE which shall be cause GEIPPPII to purchase the Ardshiel Stockholders' interests in substantially any Equity Securities and Discount Debentures (the same form as the Conveyance Documents entered into with respect to VMRE’s "PUT SECURITIES") for a purchase of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related price equal to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership lesser of the Propertyprice set forth in the Ardshiel Proposal and the price determined in accordance with the formula set forth in the Letter Agreement. GEIPPPII shall have the right to assign such purchase obligation to any Person and GEIPPPII shall have no obligation under this Section 3.04 subsequent to September 19, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which 2005. (b) Each Ardshiel Proposal shall contain (a) have not been requested by Carvana the name and address of the proposed transferee and (b) have been entered into without Carvana’s consentthe proposed purchase price, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, terms of payment and (iii) any mechanic’s other material terms and materialmen’s liens related to Carvana’s construction conditions of the Improvementsproposed transaction. Upon Within 15 days following the reconveyance receipt of a Property made under this Section 3.6an Ardshiel Proposal, any Ground Sub-Lease related GEIPPPII shall notify the Ardshiel Affiliates if it will sell on the terms and conditions contained in the Ardshiel Proposal, subject to the applicable Property shall terminate as review and approval of the date final documentation of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase of the Property under this Section 3.6, VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the PropertyArdshiel Proposal.

Put Option. At Subject to Section 1.3.3(a) above, the Put Option may be exercised by the Meridian Group at any time from and within fifteen (15) days after the CIT Maturity Date by delivery of a put option notice (a “Put Option Notice”) to Orion or its designee stating the date on which the transfer of title to the Triton Rig Assets shall occur, which date shall in no event be more than ten (10) days after the date which is sixty of such Put Option Notice (60the “Option Settlement Date”). Upon receipt of a Put Option Notice, Orion or its designee hereby unconditionally and irrevocably agrees to accept and acquire from TMR Drilling, and TMR Drilling unconditionally and irrevocably agrees to transfer to Orion or its designee, good and complete or indefeasible title to the Triton Rig Assets free and clear of all Liens other than Permitted Liens, in each case on the Option Settlement Date, such transfer to be effected by delivery by the TMR Drilling to Orion of a ▇▇▇▇ of Sale substantially in the form of Exhibit C hereto. To the extent the Triton Rig Assets have been in the possession, use, operation, or control of Orion or any of its affiliates, lessees, licensees, or subsidiaries at all times from the date hereof through and including the Option Settlement Date, the transfer of the Triton Rig Assets shall otherwise be “AS IS WHERE IS” with no representation or warranty as to the condition of the Triton Rig Assets, and all warranties, express or implied, as to the condition of such assets, merchantability, or fitness for their intended purpose, are hereby expressly disclaimed and excluded. To the extent the Triton Rig Assets are not in the possession, use, operation, or control of Orion or any of its affiliates, lessees, licensees, or subsidiaries as of the CIT Maturity Date, the Triton Rig Assets shall be transferred to Orion in a condition substantially similar to the condition of the Triton Rig Assets at the time such assets ceased to be in the possession, use, operation, or control of Orion or any of its affiliates, lessees, licensees, or subsidiaries, reasonable wear and tear excepted (the “Asset Put Condition”). Orion and TMR Drilling shall jointly (and if the Parties are unable to agree, then independently) days establish and document the condition of the Triton Rig Assets immediately prior to the expiration time when the Triton Rig Assets are removed from Orion’s possession, using a joint inspection process, outside inspectors, or such other means as each Party may reasonably require (and at their own respective costs for any inspectors or advisors hired by each such Party). Prior to acceptance of the Facility TermTriton Rig by Orion in connection with the exercise of the Put Option, VMRE Orion shall have a put option be entitled to order (at its sole cost) an inspection by an independent third party acceptable to the “Put”)Meridian Group and Orion to confirm that the condition of such assets satisfies the Asset Put Condition. Any such inspection shall be completed within ten (10) days of the date of the Put Option Notice and shall be binding upon the parties. Upon confirmation by such inspection that the condition of the Triton Rig Assets meets the Asset Put Condition, Orion agrees that the transfer of the Triton Rig Assets shall be pursuant to which VMRE may a ▇▇▇▇ of Sale substantially in the form of Exhibit C hereto and “AS IS WHERE IS” with no representation or warranty as to the condition of the Triton Rig Assets, and all warranties, express or implied, as to the condition of such assets, merchantability, or fitness for their intended purpose, are hereby expressly disclaimed and excluded. If such inspection confirms that the Triton Rig Assets do not meet the Asset Put Condition, then the Meridian Group shall satisfy the unpaid Net Cumulative Balance and Other Meridian Obligations by making the Meridian Cash Payment described in Section 1.3.3(a)(i) above. The Parties agree that if at any time prior to the Option Settlement Date, the Triton Rig Assets (but or any portion thereof) suffer a casualty and as a result thereof are destroyed, irreparably damaged, or uneconomical to repair, the Meridian Group shall not be required to) require Carvana entitled to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising satisfy their delivery obligation under the Put with respect Option by remitting to Orion (in lieu of the Triton Rig Assets) a Property, Carvana shall have a period of sixty (60) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate cash payment equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMREfair market value, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises itimmediately preceding such casualty, of the Triton Rig Assets subject to such casualty. At least ten (10) days immediately preceding the Option Settlement Date, the Meridian Group shall provide its calculation of such fair market value (the “Meridian Value Notice”). If Orion disagrees with such fair market value calculation of the Meridian Group, Orion shall notify the Meridian Group of such disagreement (the “Orion Disagreement Notice”) within ten (10) days of Orion’s receipt of the PutMeridian Value Notice, without representation or warranty except as may be expressly provided and within five (5) days of the Orion Disagreement Notice each party shall appoint an independent appraiser that is a member of the American Society of Appraisers and is qualified in the conveyance documents appraisal of rigs of a type similar to be delivered the Triton Rig as evidenced by VMRE a current designation in such regard from the American Society of Appraisers. Such appraisers shall have ten (10) days to submit an appraisal of the Triton Rig to the parties, which appraisal shall be consistent with the principles of the Uniform Standards of Appraisal Practice and the parties shall negotiate in substantially good faith for no longer than ten (10) days thereafter to resolve the same form as disputed matter with a final calculation of such fair market value. If the Conveyance Documents entered into parties are unable to reach a resolution based on the reports of such appraisers, then within ten days (10) of the expiration of such negotiation period, the parties shall appoint a mutually agreeable independent arbitrator and promptly submit to such arbitrator and each other each of their last, best offers with respect to VMRE’s purchase such fair market value calculation. The arbitrator shall be limited to awarding only one or the other of the two offers so submitted, which award shall be made within ten (10) days after appointment of such Propertyarbitrator. Additionally, such conveyance shall be subject to Orion (ifor itself an on behalf of its subsidiaries and affiliates) hereby agrees that any and all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related to the applicable Property shall terminate unpaid Accrued Meridian Obligations as of the date of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase consummation of the Property under this Section 3.6Put Option shall be deemed to be satisfied and discharged in full upon the consummation of the Put Option, VMRE shall not be required to provide or deliver without any indemnification or affidavit to Carvana or to other action by any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the PropertyParty.

Put Option. At (1) In the event Magic Lantern decides that it does not wish to extend the term of the Employment Agreement as provided in Article 10 of the Employment Agreement and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ decides that he does wish to extend the term of the Employment Agreement as so provided, and regardless of whether or not Magic Lantern and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ would otherwise have been able to agree upon the terms and conditions of the said extension assuming both parties had decided that they wished to extend the said term, the Vendor shall, on or after September 1, 1999, have the right (hereinafter in this Article 1 referred to as the "Put Option") to require NTN Canada to purchase from the Vendor all, but not less than all, of the Common Shares acquired by the Vendor pursuant to the provisions of the Promissory Note, if any, which are then still beneficially owned by the Vendor (hereinafter in this Article 1 collectively referred to as the "Vendor's Shares"). In the event that the Vendor has not, as of such time, accelerated delivery of the Common Shares otherwise due on August 31, 2000 to August 31, 1999 pursuant to the provisions of the Promissory Note, the Vendor shall, prior to giving to NTN Canada the Notice of Exercise (as hereinafter defined), accelerate delivery of the Common Shares otherwise due on August 31, 2000 to the date on which the Notice of Exercise is delivered to NTN Canada, which acceleration is hereby consented and agreed to by the Corporation and NTN Canada. (2) The Put Option shall be exercised by the Vendor giving to NTN Canada notice in writing (in this Article 1 referred to as the "Notice of Exercise") of its intention to exercise the Put Option. (3) Upon exercise of the Put Option, NTN Canada shall be obligated to purchase from the Vendor, and the Vendor shall be obligated to sell to NTN Canada, the Vendor's Shares in accordance with the provisions of Section 1(4) hereof. (4) The sale and purchase of the Vendor's Shares under this Article shall be completed on the following terms and conditions: (a) the purchase price payable for each of the Vendor's Shares shall be equal to 90% of the average closing price of the Common Shares during the twenty-trading day period ending on the business day which immediately precedes the day on which the Notice of Exercise is delivered by the Vendor to NTN Canada as reported by the NASDAQ "Small-Cap" market (or, if the Common Shares are not, at such time, included in the NASDAQ "Small-Cap" market, then such other market or exchange in which the Common Shares are then included; (b) the purchase price shall be payable by certified cheque or bank draft at the time of completion of the transaction; (c) the Vendor's Shares shall be free and clear of any time from liens, mortgages, charges and encumbrances whatsoever and the Vendor shall have good and marketable title thereto; (d) the completion of the sale shall take place at 10:00 a.m. (Toronto time) on the date being 60 days after the date on which the Vendor delivered the Notice of Exercise to NTN Canada, provided such day is sixty (60) days prior to not a Saturday, Sunday or statutory holiday, in which event the expiration completion of the Facility Term, VMRE sale shall have a put option (the “Put”), pursuant to which VMRE may (but shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana shall have a period of sixty (60) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the Property, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related to the applicable Property shall terminate as of the date of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase of the Property under this Section 3.6, VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities take place on the Propertynext business day thereafter. (5) The Put Option shall expire on September 30, 1999.

Put Option. 1.1 At any time from and after during the date which is sixty (60) days prior to the expiration of the Facility Termperiod beginning April 1, VMRE shall have a put option 2006 through July 1, 2006 (the “PutInitial Put Period”), pursuant each of Cabot GP and each Non-REIT LP (each an “Interest Holder”) shall have the irrevocable right and option, by giving DCT a Put Notice (as described below), to which VMRE may require DCT to purchase all (but not less than all) of the Interest Holder’s limited partnership interests in the Partnership for an amount equal to the Interest Holder’s Initial Put Price (as defined below). Beginning on January 1, 2009, at any time during the month of January in 2009 and in each calendar year thereafter (the “Subsequent Put Periods”), each Interest Holder shall have the irrevocable right and option, by giving DCT a Put Notice, to require DCT to purchase all (but not be required toless than all) require Carvana of the Interest Holder’s limited partnership interests in the Partnership for an amount equal to repurchase from VMRE any Property sold the Interest Holder’s Subsequent Put Price (as defined below). As used herein, “Put Price” shall refer to VMRE pursuant either the Initial Put Price or a Subsequent Put Price, as applicable. 1.2 On the date of sale designated in a Put Notice, the applicable Interest Holder shall (a) sell, assign, convey, transfer and deliver to this DCT all of its limited partnership interests in the Partnership free and clear of all pledges, security interests, adverse claims, liens, restrictions and encumbrances (other than those set forth in the Partnership Agreement. Upon written notice from VMRE exercising , as then in effect) against payment therefor of such Interest Holder’s Initial Put Price or Subsequent Put Price, as applicable, (b) withdraw as a partner of the Put Partnership and (c) execute and deliver all instruments, agreements and other documents reasonably necessary to effect the foregoing, including, without limitation, (x) a certificate by such Interest Holder as of such date that the representations and warranties in Section 7 with respect to a Property, Carvana shall have a period of sixty (60) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease Interest Holder and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” limited partnership interest are true and correct as of such date, (y) if such Interest Holder is not an individual, a certificate by the date VMRE exercises it’s the Put, without representation secretary or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase other appropriate Person of such Property. Additionally, Interest Holder as of such conveyance shall be subject date as to (i) all applicable Permitted Exceptions related to the Propertyincumbency of its officers or other signatories, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Propertyauthorizations relating to this Agreement, and (iii) any mechanic’s the organizational documents of such Interest Holder and materialmen’s liens related to Carvana’s construction (z) if such Interest Holder is registered entity, a certificate of good standing as of a recent date from the secretary of state of its state of organization. DCT shall make payment in cash by wire transfer of same day funds of the ImprovementsInitial Put Price or Subsequent Put Price, as applicable, with respect to such Interest Holder to the Interest Holders’ Representative (as defined below) for distribution to such Interest Holder subject, however, to adjustment as provided in Section 3 and 4. Upon payment of an Interest Holder’s Initial Put Price or Subsequent Put Price, as applicable, to the reconveyance Interest Holders’ Representative, such Interest Holder shall cease to be, and shall have no further rights or obligations as, a limited partner of a Property made the Partnership, except the right to receive the Initial Put Price or Subsequent Put Price, as applicable, obligations of Cabot GP to pay the remaining balance owed under this the “CSFB Agreement” pursuant to Section 3.66.5 of the Partnership Agreement, and confidentiality obligations pursuant to Section 12.12 of the Partnership Agreement. If DCT GP requests, DCT shall set off against the Initial Put Price or Subsequent Put Price, as applicable, any Ground Sub-Lease related amounts owed by such Interest Holder pursuant to Section 6.5 of the Partnership Agreement subject, however, to the applicable Property right of the Interest Holders’ Representative to reasonably approve the amount of such set off. 1.3 The Put Notice shall terminate as of designate the date of sale, which date shall be not less than ten (10) Business Days and not more than fifteen (15) Business Days after DCT’s receipt of such repurchase Put Notice. The Put Notice shall be delivered to DCT at the address provided in Section 10. 1.4 The Initial Put Price for each Interest Holder is the difference between (a) the product of (i) Two Hundred Seventy Nine Million Thirty Thousand Two Hundred and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested Fifty Dollars ($279,030,250.00), multiplied by VMRE (ii) the Put/Call Payment Percentage for purposes such Interest Holder set forth in Exhibit A, minus (b) the product of terminating (i) $20,736,918.94, multiplied by (ii) such Interest Holder’s Adjustment Pro Rata Percentage. The Subsequent Put Price for each Interest Holder shall equal the applicable Ground Sub-Lease. In connection with the repurchase fair market value of the Property under limited partnership interest in the Partnership held by such Interest Holder as determined pursuant to Section 6. Notwithstanding anything to the contrary contained in this Section 3.6Agreement, VMRE there shall be no adjustment to the Subsequent Put Price pursuant to Sections 3 or 4 of this Agreement. 1.5 Notwithstanding the foregoing, DCT shall not be required under any obligation to provide purchase an Interest Holder’s limited partnership interest pursuant to a Put Notice if any of the representations or deliver any indemnification or affidavit to Carvana or to any title company warranties in Section 7 of this Agreement with respect to mechanic’s such Interest Holder or materialmen’s liens related to are resulting from Carvana’s construction activities on the Propertysuch limited partnership interest is in default in any material respect.

Put Option. At any time from and after (a) For a period of ten Business Days commencing on the date which is sixty 210th day following the Effective Date, the Company shall have the right, upon notice to the Purchasers (60) a "Put Notice"), to sell to each Purchaser a number of additional shares of Common Stock determined by dividing $3.5 million by 105% of the average closing bid price of the Common Stock for the five trading days prior to the expiration Second Closing (which number shall be subject to equitable adjustment for stock splits, recombinations and similar events (in each instance the "Second Closing Shares"). The closing of the Facility Term, VMRE shall have a put option purchase and sale of the Second Closing Shares contemplated by this provision (the “Put”"Second Closing") shall take place at the offices of MZRL, 450 Park Avenue, New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Day following receipt of the Put Notice, or such earlier date agreed to in writing by the Purchasers and the Company. (b) At the Second Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing Second Closing Shares, registered in the name of such Purchaser, (2) a Securities Purchase Agreement in substantially the form of this Agreement (the "Second Closing Purchase Agreement"), (3) a Common Stock purchase warrant, in substantially the form of Exhibit A, registered in the name of such Purchaser, pursuant to which VMRE may (but shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to a Property, Carvana such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each a period of sixty "Second Closing Adjustable Warrant"), (604) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentencea Common Stock purchase warrant, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as of Exhibit B, registered in the Conveyance Documents entered into with respect to VMRE’s purchase name of such Property. AdditionallyPurchaser, pursuant to which such conveyance Purchaser shall be subject have the right to acquire 20% of the number of Second Closing Shares at the exercise price set forth therein (i) all applicable Permitted Exceptions related to each, a "Second Closing Warrant" and together with the PropertySecond Closing Adjustable Warrants, the "Warrants"), (ii5) all other new easementsthe legal opinion of Ropes & Gray, liens or encumbrances entered into during VMRE’s ownership outside counsel to th▇ ▇▇mpany, substantially in the form of Exhibit C, (6) an executed Registration Rights Agreement, dated the Propertydate hereof, but excluding only any new easementsamong the Company and the Purchasers, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which substantially in the form of Exhibit D (athe "Second Closing Registration Rights Agreement") have not been requested by Carvana and (b7) have been entered into without Carvana’s consentthe Transfer Agent Instructions, which consent may not be unreasonably withheldsubstantially in the form of Exhibit E, unless executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in either case immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, (a2) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Propertyan executed Second Closing Registration Rights Agreement, and (iii3) any mechanic’s and materialmen’s liens related an executed Second Closing Purchase Agreement. (c) The obligation of each Purchaser to Carvana’s construction acquire Second Closing Shares on the Second Closing Date is subject to the satisfaction by the Company or waiver by such Purchaser, at or before the Second Closing Date, of each of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related to the applicable Property shall terminate as of the date of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase of the Property under this Section 3.6, VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the Property.following conditions:

Put Option. At (a) Subject to the provisions of paragraph 4(b) below, at any time from and after during the date which is sixty (60) days prior Put Period, on at least 60 days' written notice to the expiration Company (the "PUT NOTICE"), the Holder of this Common Stock Purchase Warrant or the Common Stock issued pursuant to the exercise of the Facility Term, VMRE Warrants shall have the option of requiring the Company (i) to purchase all or a put option (portion of the “Put”), Common Stock issued pursuant to which VMRE may (but shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising the Put with respect to Warrants, at a Property, Carvana shall have a period of sixty (60) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” price determined as of the date VMRE exercises it’s upon which the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance shall be subject to (i) all applicable Permitted Exceptions related Put Notice is given to the PropertyCompany equal to the Put Price, or (ii) in the event this Common Stock Purchase Warrant has not been exercised in full, to purchase all other new easements, liens or encumbrances entered into during VMRE’s ownership a portion of the PropertyCommon Stock Purchase Warrant, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related price equal to the applicable Property shall terminate Put Price determined as of the date upon which the Put Notice is given to the Company for all shares of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase Common Stock that are then issuable upon exercise of the Property under Common Stock Purchase Warrant MINUS the Exercise Price per share therefor (any such purchase pursuant to this Section 3.6, VMRE paragraph 4(a) being a "PUT"). (b) The Company shall not be required to provide purchase shares of Common Stock or deliver any indemnification or affidavit to Carvana or Common Stock Purchase Warrants pursuant to any title company exercise of the rights set forth in paragraph 4(a) above to the extent that the Company (or any successor) is unable to purchase such securities from an available source of funds from which it can legally (including without limitation, pursuant to the general corporation law of the State of Ohio) pay such Put Price; PROVIDED, HOWEVER, that the Company (or any successor) shall use all legally permissible methods in obtaining such legal source of funds, including, without limitation, the reduction of capital and the revaluation of its assets, including by appraisal. In such event, the Company shall pay the Put Price to the extent that it is able to do so in compliance with respect the terms of this paragraph 4(b) in cash in immediately available funds with the balance, if any, to mechanic’s be paid by the delivery to the Holder or materialmen’s liens related to are resulting Holders hereof of a Promissory Note of the Company dated the date of the applicable Put closing, having a term of one year from Carvana’s construction activities the date thereof, providing for a single payment of principal at the end of its term and bearing interest at a rate per annum (computed for the actual number of days elapsed on the Propertybase of a 360-day year) equal to 15%. The Promissory Note shall provide for quarterly interest payments and for prepayment at any time without premium or penalty. In the event the Company is unable to purchase the securities in compliance with the terms hereof, the Company shall purchase such securities to the extent that it is able to do so in compliance with the terms of this paragraph 3(b) on each three month anniversary of the Put closing.

Put Option. At Each of CIBC, MG Fund, WV and DVI shall have the right (the "Put Option") at any time after five years from and after the date which is sixty hereof to require the Corporation to purchase from CIBC, MG Fund, WV or DVI, as the case may be, all, but not less than all, of CIBC's, MG Fund's, WV's or DVI's Shares (60) days prior hereinafter in Sections 7.7, 7.8 and 7.9 referred to as the expiration "Putting Shareholder"). Any purchase of the Facility TermPutting Shareholder's Shares in accordance with this Section by the Corporation, VMRE shall have a put option (or, if the “Put”Shareholders elect in accordance with subsection 7.7(c), pursuant to which VMRE may by the Shareholders (but shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement. Upon written notice from VMRE exercising such Shareholders or the Put with respect to a PropertyCorporation, Carvana shall have a period of sixty (60) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect case may be, being hereinafter referred to VMRE’s purchase of such Property. Additionallyin this Section as the "Purchaser(s)"), such conveyance shall be subject to (i) all applicable Permitted Exceptions related to the Propertyfollowing terms and conditions, (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership notwithstanding the provisions of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which Section 7.2. (a) have not been requested the Put Option shall be exercised by Carvana the Putting Shareholder giving to the Corporation and each of the other Shareholders notice in writing (in this Article called the "Put Notice") of the Putting Shareholder's intention to exercise the Put Option; (b) the Put Notice shall also set forth the Putting Shareholder's best estimate, stated in dollars, of the Fair Market Value of its Shares, which, subject to Section 7.8, shall be the purchase price payable by the Purchaser(s); (c) the Shareholders other than the Putting Shareholder shall have the option, exercisable in writing to purchase the Putting Shareholder's Shares, in place of or in addition to the Corporation, in such proportions as may be specified in a notice given by the Shareholders other than the Putting Shareholder to the Putting Shareholder and to the Corporation within 30 days of receipt of the Put Notice. If the Shareholders other than the Putting Shareholder so elect, such of them who 24 20 have elected to be Purchasers, shall be obligated to purchase the Putting Shareholder's Shares, but the Corporation shall not thereby be relieved of its obligation to purchase Putting Shareholder's Shares if the Shareholders who are the Purchasers fail to complete the transaction in accordance with this Section; (d) the purchase price shall be payable in full in cash or by certified cheque or bank draft at the time of completion of the transaction; (e) upon the completion of the transaction, the Putting Shareholder shall cause its nominee(s) to resign from all offices and positions with the Corporation and release the Corporation from any claims other than for contribution and indemnity; (f) the completion of the transaction shall take place at the offices of the Putting Shareholder, before or on the date being 120 days after the date on which the Putting Shareholder delivered the Put Notice, or if a Dispute Notice is duly given under Section 7.8, before or on the date being 45 days after determination of the purchase price in accordance with Section 7.8; (g) the Purchaser(s) shall use its best efforts to cause the Putting Shareholder to be fully released from all obligations under any guarantees or indemnities which may have been entered into without Carvana’s consentgiven by the Putting Shareholder for or in respect of any debts, which consent may not be unreasonably withheld, unless in either case (a) liabilities or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction obligations of the ImprovementsCorporation, provided that if the Purchaser(s) are unable to obtain any such release then the Purchaser(s) shall indemnify the Putting Shareholder against any loss it may suffer or incur as a result of having given any said guarantee or indemnity; and (h) in the event that the Putting Shareholder exercises the Put Option and all of the Putting Shareholder's Shares are not acquired by either the Corporation or the Shareholders in accordance with this Section 7.7, without prejudice to any other rights which the Putting Shareholder may have, the provisions of Section 7.9 shall apply. Upon All of the reconveyance Shareholders hereby agree that in the event that any of a Property made CIBC, MG Fund, WV or DVI exercise the Put Option under this Section 3.67.7, any Ground Sub-Lease related the rights of all Shareholders under the redemption provisions contained in section 6 of the Series A and Series B Preferred Share provisions of the Company included in Schedule A to the applicable Property shall terminate as Articles of the date Company as amended January 21, 2000 shall be suspended until such time as all of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In Company's obligations in connection with the repurchase of the Property under this Section 3.6, VMRE Put Option so exercised shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the Propertyhave been discharged.

Put Option. At Notwithstanding anything contained in this Agreement to the contrary, with respect to each and every Membership Interest and assignee interest (Interest) acquired by any Member as a result of an inter-vivos gift, such Member shall, at any time from and within the first 60 days of acquiring the Interest, have the right to offer (in writing) for sale, at a price equal to the fair market value of the Interest on the date of its acquisition, all (or any portion) of the Interest to the Company; if all of such Interest is not purchased by the Company within 30 days, the Member shall, for a period of 30 days after the date which termination of such offer, have the right to require the dissolution of the Company; provided, however, that if a Member exercises [his / her / its] right to make such a demand and does not thereafter elect to require the dissolution of the Company if [his / her / its] Interest is sixty (60) days prior not purchased, neither [he / she / it] nor any other successor owner of those unpurchased Interests shall thereafter have the right to make such a demand or cause such a dissolution. The purchase price shall be paid in cash or in kind at closing. Notwithstanding the foregoing, the maximum dollar amount of Interests available for sale by any Member under this Paragraph 2.4 shall be limited to the expiration of amount as to which the Facility Term, VMRE shall have donor or the donor’s spouse could claim a put option (the “Put”gift tax annual exclusion under IRC 2503(b), pursuant as amended, if the Interests were given outright to which VMRE may (but shall not be required to) require Carvana the Member entitled to repurchase from VMRE any Property sold to VMRE put them pursuant to this AgreementParagraph. Upon written notice from VMRE exercising The term “fair market value of the Put with respect interest” is defined as the price at which the Interest would exchange hands between a willing buyer and a willing seller, when the former is not under any compulsion to a Propertybuy and the latter is not under any compulsion to sell, Carvana shall have a period both having reasonable knowledge of sixty the relevant facts (Treas Reg 20.2031-1(b), 25.2512-1; Rev Rul 59-60) days to repurchase ). Notwithstanding the Property at foregoing, in determining the Repurchase Price. If Carvana fails to repurchase fair market value of the Property within the 60-day period provided in the foregoing sentenceInterest, such failure no consideration shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal given to the Holdover Rent (as defined put option provided for in the Operator Lease)this paragraph. The conveyance fair market value of the Property made pursuant to a Put Interest shall be made determined by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as an independent appraisal performed by a qualified appraiser selected by the Manager. The decision of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which appraiser shall be in substantially conclusive on all parties. The fees and costs of the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance appraiser shall be subject to (i) all applicable Permitted Exceptions related to paid by the Property, (ii) all other new easements, liens transferring Member or encumbrances entered into during VMRE’s ownership of the Property, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which (a) have not been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related to the applicable Property shall terminate as of the date of such repurchase and reconveyance and Carvana agrees to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase of the Property under this Section 3.6, VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana or to any title company with respect to mechanic’s or materialmen’s liens related to are resulting from Carvana’s construction activities on the Propertyassignee.

Put Option. At any time from and after the date which is sixty (60) days prior 7.1 Subject to the expiration Company fulfillment of its Diligence Obligations to be completed by the third anniversary of the Facility TermClosing pursuant to the Collaboration Agreement, VMRE shall and subject to the Company issuing a letter from the Company’s Chief Executive Officer confirming that the Board of Directors of the Company has approved the issuance of the Additional Shares (as defined below) to the Purchaser and a letter from the Chairman of the Company’s Board of Directors pursuant to Section 282 of the Israeli Companies Law – 1999 confirming that all approvals required by the Company for the issuance of the Additional Shares have a put been obtained, the Purchaser hereby irrevocably grants the Company an option (hereinafter the “PutPut Option”) pursuant to which the Company may issue to the Purchaser 1,727,273 Ordinary Shares of the Company (hereinafter the “Additional Shares”) at a price of USD 6.9473 per Additional Share, that will be paid in US dollars by the Purchaser (hereinafter the “Exercise Price”), pursuant for an aggregate consideration of up to which VMRE may (but US$12,000,000; provided, however, that the average price per share of the Aggregate Investment shall not be required to) require Carvana to repurchase from VMRE any Property sold to VMRE pursuant to this Agreement$6 per share. Upon written notice from VMRE exercising Partial exercise of the Put with respect to a Property, Carvana shall have a period of sixty (60) days to repurchase the Property at the Repurchase Price. If Carvana fails to repurchase the Property within the 60-day period provided in the foregoing sentence, such failure shall be deemed an Event of Default under the Operator Lease and rent shall accrue under such Operator Lease at rate equal to the Holdover Rent (as defined in the Operator Lease). The conveyance of the Property made pursuant to a Put shall be made by VMRE, “AS IS, WHERE IS AND WITH ALL FAULTS” as of the date VMRE exercises it’s the Put, without representation or warranty except as may be expressly provided in the conveyance documents to be delivered by VMRE which shall be in substantially the same form as the Conveyance Documents entered into with respect to VMRE’s purchase of such Property. Additionally, such conveyance Option shall be subject to the written consent of the Parties. 7.2 Exercise of the Put Option may be made by the Company as of the third anniversary of the Closing and for a period of thirty (i30) all applicable Permitted Exceptions related days thereafter by notice in writing of the Company to the Property, Purchaser (ii) all other new easements, liens or encumbrances entered into during VMRE’s ownership hereinafter the “Exercise Notice”). 7.3 Immediately after delivery of the PropertyExercise Notice, but excluding only any new easements, liens or encumbrances created or entered into by VMRE during VMRE’s ownership which the Company will proceed to publish an immediate report (a‘current report’) have not pursuant to the Private Offering Regulations and obtain the approval of the TASE to list the Additional Shares for trading. *** Confidential treatment has been requested by Carvana and (b) have been entered into without Carvana’s consent, which consent may not be unreasonably withheld, unless in either case (a) or (b) such new easements, liens, or encumbrances do not unreasonably interfere with Carvana’s operations at for redacted portions of this exhibit. This copy omits the Property, and (iii) any mechanic’s and materialmen’s liens related to Carvana’s construction of the Improvements. Upon the reconveyance of a Property made under this Section 3.6, any Ground Sub-Lease related information subject to the applicable Property shall terminate confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 7.4 The parties will, within four (4) US business days of the date of such repurchase receiving the TASE approval mentioned in clause 7.3 above, convene by teleconference, facsimile and reconveyance electronic mail communication, and Carvana agrees take the following action: 7.4.1 The Purchaser will furnish to execute any instrument or agreement reasonably requested by VMRE for purposes of terminating the applicable Ground Sub-Lease. In connection with the repurchase Company details of the Property under this account in which the Additional Shares will be deposited if such details are changed compared to those of the account conveyed according to clause 6.1 above. 7.4.2 The Purchaser will wire transfer the Exercise Price to the Company’s bank account as detailed in Section 3.6, VMRE shall not be required to provide or deliver any indemnification or affidavit to Carvana 6.2 above or to any title such other bank account as shall be detailed in the Exercise Notice. 7.4.3 The Company shall deliver to the Purchaser the copy of a share certificate registered in the name of the Company’s nominees company with respect at such time representing the Additional Shares. 7.4.4 Upon receipt of the Exercise Price, the Company undertakes to mechanic’s or materialmen’s liens related deliver to are resulting from Carvana’s construction activities on its nominees company the Propertyshare certificate and other documentation necessary to enable the trade of the Additional Shares.