Common use of Repurchase Option Clause in Contracts

Repurchase Option. In the event the Undersigned's employment with DAC terminates for any reason whatsoever, or for no reason including termination by the Undersigned's voluntary resignation or at the direction of DAC, with or without cause, or of the Undersigned's death or disability, the Company (or its nominee) shall have the right (but not the obligation) to purchase any shares of Stock held by the Undersigned. The purchase price to be paid by the Company for the Undersigned's Stock shall be the Fair Market Value per share. (a) The Company (or its nominee) shall exercise this right to repurchase the shares of Stock, if at all, within six (6) months following the date of the termination of the Undersigned's employment with DAC by delivering written notice of exercise to the Undersigned or the Undersigned's personal representative. (b) Payment on such exercise by the Company shall be made by an initial payment on the Consummation Date (defined below) equal to 20% of the purchase price, and the balance shall be made in four (4) equal annual installments of principal and accrued interest commencing on the first anniversary of the Consummation Date, and on the next four (4) anniversaries of the Commencement Date. Interest on the unpaid principal amount shall commence to accrue from the Consummation Date at the prime rate of interest in effect on the Consummation Date as announced in the Wall Street Journal (or a reasonable substitute selected by the Board), and it shall be adjusted annually thereafter to the then-existing Wall Street Journal-announced prime rate (or a reasonable substitute selected by the Board), which adjusted rate of interest shall remain in effect for the entire year then beginning (interim changes in the prime rate during the year being disregarded). The "Consummation Date" for purposes of this Paragraph shall be the sixtieth (60th) day following delivery of the Company's notice of exercise, provided that such date may be extended by the Undersigned or the Undersigned's personal representative by written notice to a date not later than the earlier of ten (10) days after all holding periods under Section 422 of the Internal Revenue Code expire or consummation of a transaction (e.g., merger, consolidation, stock sale) pursuant to which the holder of the Undersigned's shares would be entitled to receive consideration of any kind. The Company may, at its election, prepay amounts due under this Paragraph, without premium or penalty.

Repurchase Option. In the event the Undersigned's employment with DAC terminates for any reason whatsoever, or for no reason including termination by the Undersigned's voluntary resignation or at the direction of DAC, with or without cause, or of the Undersigned's death or disability, the Company (or its nominee) shall have the right (but not the obligation) to purchase any shares of Stock held by the Undersigned. The purchase price to be paid by the Company for the Undersigned's Stock shall be the Fair Market Value per share. (a) The Company Trust created hereby and the respective obligations and responsibilities of the Depositor, the Master Servicer and the Trustee created hereby (other than the responsibility of the Trustee to make any final distributions to Certificateholders as set forth below and the rights and immunities of the Trustee under Article XI) shall terminate upon the earlier of the Distribution Date following the later of the final payment or other liquidation (or its nomineeany advance with respect thereto) shall exercise this right to repurchase of the shares of Stock, if at all, within six (6) months following last Mortgage Loan remaining in the date of Trust or the termination of the Undersigned's employment with DAC by delivering written notice of exercise Trust pursuant to the Undersigned Section 12.03, or the Undersigned's personal representativesale by the Trustee of all the Mortgage Loans and all the property acquired in respect of any Mortgage Loan remaining in the Trust pursuant to subsection (b) below. (b) Payment The Master Servicer, at its option, may purchase all of the Mortgage Loans and all REO Property acquired in respect of any Mortgage Loan remaining in the Trust on any Distribution Date on which the Pool Principal Balance is less than 10% or less of the Cut-off Date Pool Principal Balance (the first such exercise by Distribution Date, the Company shall be made by an initial payment on the Consummation Date (defined below"Clean-up Call Date") at a purchase price equal to 20the greatest of (A) the sum of (1) 100% of the purchase pricePrincipal Balance of each Mortgage Loan (other than any Mortgage Loan as to which title to the underlying property has been acquired and whose fair market value is included pursuant to clause (2) below as of the Final Distribution Date) and (2) the fair market value of such acquired property (as determined by the Master Servicer as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to Section 12.03), (B) the aggregate fair market value (as determined by the Master Servicer as of the close of business on such third Business Day) of all of the assets of the Trust, and (C) an amount that when added to amounts on deposit in the balance Certificate Account available for distribution to Certificateholders for such Distribution Date would result in proceeds sufficient to distribute the Aggregate Certificate Principal Balance and interest for such Distribution Date and any unpaid interest with respect to one or more prior Distribution Dates. The Master Servicer shall be made effect such purchase by depositing such purchase price in four (4) equal annual installments of principal and accrued interest commencing the Certificate Account on the first anniversary of the Consummation Date, and on the next four (4) anniversaries of the Commencement Business Day immediately preceding such Distribution Date. Interest on Promptly after such purchase, the unpaid principal amount Trustee shall commence execute such documents as are presented to accrue from the Consummation Date at the prime rate of interest in effect on the Consummation Date as announced in the Wall Street Journal (or a reasonable substitute selected it by the Board), Master Servicer and it shall be adjusted annually thereafter are reasonably necessary to convey the Mortgage Loans and REO Property to the then-existing Wall Street Journal-announced prime rate (or a reasonable substitute selected by Master Servicer and deliver the Board), which adjusted rate of interest shall remain in effect for Files to the entire year then beginning (interim changes in the prime rate during the year being disregarded). The "Consummation Date" for purposes of this Paragraph shall be the sixtieth (60th) day following delivery of the Company's notice of exercise, provided that such date may be extended by the Undersigned or the Undersigned's personal representative by written notice to a date not later than the earlier of ten (10) days after all holding periods under Section 422 of the Internal Revenue Code expire or consummation of a transaction (e.g., merger, consolidation, stock sale) pursuant to which the holder of the Undersigned's shares would be entitled to receive consideration of any kind. The Company may, at its election, prepay amounts due under this Paragraph, without premium or penaltyMaster Servicer.

Repurchase Option. In the event the Undersigned's employment with DAC terminates for any reason whatsoever, or for no reason including termination by the Undersigned's voluntary resignation or at the direction of DAC, with or without cause, or of the Undersigned's death or disability, the Company (or its nominee) Seller shall have the right (an irrevocable, exclusive option, but not the obligation, for a period of twenty (20) years after the Closing Date, to repurchase all or any portion of the Property (the "Repurchase Option") at a price equal to 85% of the fair market value of the Property as of the date Seller delivers written notice (the "Repurchase Notice") to purchase any shares Buyer of Stock held its election to exercise its Repurchase Option. The Repurchase Option shall be exercisable by the UndersignedSeller if, and only if, the trailing twelve month average of gross wages paid by Buyer or any tenant, subtenant or subsubtenant to employees for work performed at the Property falls below $150,000 (the “Threshold”) for a period of twenty-four (24) consecutive months. The purchase price to be paid by the Company for the Undersigned's Stock Threshold shall be subject to annual inflationary adjustment on the Fair Market Value per share. (a) The Company (or its nominee) shall exercise this right to repurchase the shares of Stock, if at all, within six (6) months following the date anniversary of the termination of the Undersigned's employment with DAC by delivering written notice of exercise to the Undersigned or the Undersigned's personal representative. (b) Payment on such exercise by the Company shall be made by an initial payment on the Consummation Closing Date (defined below) (an “Adjustment Date”) based upon the percentage change in the Bureau of Labor Statistics Consumer Price Index for All Urban Consumers (CPI-U). The latest available semi-annual CPI is 237.769 and designates the initial CPI hereunder. To establish the Threshold for each period following an Adjustment Date, the semi-annual CPI for the half year which most immediately precedes the beginning of that period will be determined; the percentage of change, if any, of the semi- annual CPI from the initial CPI will then be determined, and the original Threshold amount of $150,000 will be increased or decreased by the percentage change to establish the new Threshold for the period. Buyer agrees to provide and/or cause its tenant, subtenant or subsubtenant to provide, the State of Oregon Employment Department or other appropriate state agency with documentation it requires to release to Seller payroll data showing gross wages paid to employees for work performed at the Property within fourteen (14) days from the date Buyer receives a written request from Seller that the data be made available. The Repurchase Notice shall provide (a) the date Seller is exercising its Repurchase Option (b) the specific grounds Seller is relying upon to exercise its Repurchase Option, and (c) a date by which the transaction is to be completed, such date being no sooner than ninety (90) days from the date of the Repurchase Notice and no later than one hundred and twenty (120) days from the date of the Repurchase Notice, or such later date as may be necessary to allow for completion of the appraisal contemplated in this Section 4. Seller shall, at its expense, perform an appraisal of the property to establish a fair market value (the “Seller Appraisal”) and is responsible for all closing costs associated with exercising its Repurchase Option. If Buyer disagrees with the Seller Appraisal, Buyer shall, at its expense, have the right to obtain its own appraisal of the Property within forty-give (45) days of receipt of the Seller Appraisal (the “Buyer Appraisal”). In the event the Buyer Appraisal provides for a fair market value of the Property that is higher than the fair market value set forth in the Seller Appraisal, then the purchase for the Property for the Repurchase Option shall be the average of the fair market value set forth in the Seller Appraisal and the fair market value set forth in the Buyer Appraisal. In the event that the Buyer Appraisal provides for a fair market value of the Property that is lower than the fair market value set forth in the Seller Appraisal, then the purchase price for the Property for the Repurchase Option shall be the fair market value set forth in the Seller Appraisal. Market value of the property for purposes of appraisal shall include enacted or anticipated enacted changes in the zoning, use restrictions, or availability of the Property for higher value, redevelopment purposes. Notwithstanding the foregoing, in no event shall the purchase price for the Purchase Option be less than a price equal to 2085% of the purchase pricePurchase Price. The Repurchase Option shall be incorporated into the Deed conveying the Property to Buyer and shall be binding upon Buyer, and Buyer’s successors or assigns. The Repurchase Option as incorporated into the balance Deed shall set forth the twenty (20) year expiration period. The Repurchase Option is a Permitted Exception under the terms of this agreement. Any transfer by Buyer to Seller in connection with the Repurchase Option shall be made in four (4) equal annual installments “AS IS/WHERE IS” and without representation or warranty of principal any sort by Buyer and accrued interest commencing on the first anniversary conveyance of the Consummation DateReal Property and Leased Land Improvements shall be by Statutory Warranty Deed subject to the Permitted Exceptions and such other title exceptions occurring after the Closing Date that are non- monetary liens and encumbrances standard and typical for the nature of Property. In the event of a transfer by Buyer to Seller in connection with the Repurchase Option, and on Buyer shall assign its rights in the next four (4) anniversaries State Lease, if any, to Seller, but in no event shall Buyer be required to obtain the consent of the Commencement Date. Interest on State as the unpaid principal amount shall commence lessor under the State Lease to accrue from the Consummation Date at the prime rate of interest in effect on the Consummation Date as announced in the Wall Street Journal (or a reasonable substitute selected by the Board), such assignment and it such assignment shall be adjusted annually thereafter to the then-existing Wall Street Journal-announced prime rate (without representation or a reasonable substitute selected by the Board), which adjusted rate of interest shall remain in effect for the entire year then beginning (interim changes in the prime rate during the year being disregarded). The "Consummation Date" for purposes of this Paragraph shall be the sixtieth (60th) day following delivery of the Company's notice of exercise, provided that such date may be extended by the Undersigned or the Undersigned's personal representative by written notice to a date not later than the earlier of ten (10) days after all holding periods under Section 422 of the Internal Revenue Code expire or consummation of a transaction (e.g., merger, consolidation, stock sale) pursuant to which the holder of the Undersigned's shares would be entitled to receive consideration warranty of any kind. The Company may, at its election, prepay amounts due under this Paragraph, without premium or penaltykind whatsoever.

Repurchase Option. In the event the Undersigned's employment with DAC terminates Undersigned is no longer a director of the Company or any subsidiary of the Company for any reason whatsoever, or for no reason including termination by the Undersigned's voluntary resignation or at the direction of DAC, with or without cause, or of the Undersigned's death or disability, the Company (or its nominee) shall have the right (but not the obligation) to purchase any shares of Stock held by the Undersigned. The purchase price to be paid by the Company for the Undersigned's Stock shall be the Fair Market Value per share. For purposes of this Agreement, the "Fair Market Value" of the Stock as of any date shall be the average of the closing bid and asked prices for the Stock as reported on the Nasdaq National Market System (or on any national securities exchange on which the Stock is then listed) for the date or, if no prices are so reported for that date, such prices on the next preceding date for which closing bid and asked prices were reported. If at any time the Stock is not listed on any national securities exchange, the Fair Market Value shall be the fair market value determined by the Board in good faith and in its reasonable discretion using such methods or procedures as may be established from time to time by the Board in its reasonable discretion. (a) The Company (or its nominee) shall exercise this right to repurchase the shares of Stock, if at all, within six (6) months following the date of the termination of the Undersigned's employment with DAC Directorship by delivering written notice of exercise to the Undersigned or the Undersigned's personal representative. (b) Payment on such exercise by the Company shall be made by an initial payment on the Consummation Date (defined below) equal to 20% of the purchase price, and the balance shall be made in four (4) equal annual installments of principal and accrued interest commencing on the first anniversary of the Consummation Date, and on the next four (4) anniversaries of the Commencement Date. Interest on the unpaid principal amount shall commence to accrue from the Consummation Date at the prime rate of interest in effect on the Consummation Date as announced in the Wall Street Journal (or a reasonable substitute selected by the Board), and it shall be adjusted annually thereafter to the then-existing Wall Street Journal-announced prime rate (or a reasonable substitute selected by the Board), which adjusted rate of interest shall remain in effect for the entire year then beginning (interim changes in the prime rate during the year being disregarded). The "Consummation Date" for purposes of this Paragraph shall be the sixtieth (60th) day following delivery of the Company's notice of exercise, provided that such date may be extended by the Undersigned or the Undersigned's personal representative by written notice to a date not later than the earlier of ten (10) days after all holding periods under Section 422 of the Internal Revenue Code expire or consummation of a transaction (e.g., merger, consolidation, stock sale) pursuant to which the holder of the Undersigned's shares would be entitled to receive consideration of any kind. The Company may, at its election, prepay amounts due under this Paragraph, without premium or penalty.

Repurchase Option. In the event the Undersigned's employment with DAC terminates for any reason whatsoever, or for no reason including termination by the Undersigned's voluntary resignation or at the direction of DAC, with or without cause, or of the Undersigned's death or disability, the Company (or its nominee) shall have the right (but not the obligation) to purchase any shares of Stock held by the Undersigned. The purchase price to be paid by the Company for the Undersigned's Stock shall be the Fair Market Value per share. (a) The Company Trust created hereby and the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee created hereby (other than the responsibility of the Trustee to make any final distributions to Certificateholders as set forth below) shall terminate upon the earlier of (i) the later of the final payment or other liquidation (or its nomineeany advance with respect thereto) shall exercise this right to repurchase of the shares of Stock, if at all, within six (6) months following last Mortgage Loan remaining in the date of Trust or the termination of the Undersigned's employment with DAC Trust pursuant to Section 12.03, or (ii) the purchase by delivering written notice of exercise the Company or the Master Servicer pursuant to the Undersigned following sentence. The Company or the UndersignedMaster Servicer, at their respective options and subject to Subsection 8.03(b), may purchase all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust at any time at which the Pool Scheduled Certificate Balance is less than __% of the Cut-off Date Pool Certificate Balance at a price equal to the greatest of (A) 100% of the Certificate Balance of each Mortgage Loan, (B) the aggregate fair market value (as determined by the Master Servicer as of the close of business on such third Business Day) of all of the assets of the Trust, and (C) the remaining Pool Scheduled Certificate Balance as of the close of business on such third Business Day, plus, in each case, any Unpaid Class A Interest Shortfall [and any Unpaid Class B Interest Shortfall] as well as one month's personal representativeinterest at the applicable Mortgage Loan Rate on the Scheduled Certificate Balance of each Mortgage Loan. (b) Payment on such The Master Servicer or the Company shall not exercise the purchase option in the last sentence of paragraph (a) above unless it shall have delivered to the Trustee an Opinion of Counsel in form and substance satisfactory to the Trustee to the effect that payment of the purchase price to the Certificateholders will not constitute a voidable preference or a fraudulent transfer under the United States Bankruptcy Code. (c) In the case of any purchase by the Company pursuant to the last sentence of paragraph (a) above, the Master Servicer shall be made cooperate fully with the Company in effecting such purchase and the transfer of the Mortgage Loans and related Mortgage Loan Files and records to the Mortgage Loans. In addition, the Master Servicer shall provide to the Trustee the certification required by an initial Section 5.07 and the Trustee shall, promptly following payment on the Consummation Date (defined below) equal to 20% of the purchase price, and the balance shall be made in four (4) equal annual installments of principal and accrued interest commencing on the first anniversary of the Consummation Date, and on the next four (4) anniversaries of the Commencement Date. Interest on the unpaid principal amount shall commence to accrue from the Consummation Date at the prime rate of interest in effect on the Consummation Date as announced in the Wall Street Journal (or a reasonable substitute selected by the Board), and it shall be adjusted annually thereafter price release to the then-existing Wall Street Journal-announced prime rate (or a reasonable substitute selected by the Board), which adjusted rate of interest shall remain in effect for the entire year then beginning (interim changes in the prime rate during the year being disregarded). The "Consummation Date" for purposes of this Paragraph shall be the sixtieth (60th) day following delivery of the Company's notice of exercise, provided that such date may be extended by the Undersigned Company or the Undersigned's personal representative by written notice Master Servicer the Mortgage Loan Files pertaining to a date not later than the earlier of ten (10) days after all holding periods under Section 422 of the Internal Revenue Code expire or consummation of a transaction (e.g., merger, consolidation, stock sale) pursuant to which the holder of the Undersigned's shares would be entitled to receive consideration of any kind. The Company may, at its election, prepay amounts due under this Paragraph, without premium or penaltyMortgage Loans being purchases.

Repurchase Option. In Upon the event closing of any Acquisition or IPO, Holder may, in its sole discretion, require the Undersigned's employment with DAC terminates Company repurchase this Warrant in its entirety for any reason whatsoeveran aggregate purchase price equal to (i) Five Hundred Thousand Dollars ($500,000) if such Acquisition or IPO occurs prior to the date that is twelve (12) months from the Issue Date, (ii) One Million Dollars ($1,000,000) if such Acquisition or IPO occurs on or after the date that is twelve (12) months from the Issue Date but prior to the date that is twenty-four (24) months from the Issue Date, or for no reason including termination by (iii) One Million Five Hundred Thousand Dollars ($1,500,000) if such Acquisition or IPO occurs on or after the Undersigned's voluntary resignation or at date that is twenty-four (24) months from the direction of DAC, with or without cause, or of Issue Date (the Undersigned's death or disability, “Repurchase Option”). Holder shall provide the Company (or its nominee) shall have the right (but not the obligation) to purchase any shares of Stock held by the Undersigned. The purchase price to be paid by the Company for the Undersigned's Stock shall be the Fair Market Value per share. (a) The Company (or its nominee) shall exercise this right to repurchase the shares of Stock, if at all, within six (6) months following the date of the termination of the Undersigned's employment with DAC by delivering written notice of its decision to exercise the Repurchase Option which is to be delivered to the Undersigned or the Undersigned's personal representative. Company not more than (bA) Payment on such exercise by in connection with an Acquisition, thirty (30) days after Holder receives notice from the Company shall be made by an initial payment on the Consummation Date (defined below) equal to 20% of the purchase priceclosing of any Acquisition, and the balance shall be made or (B) in four (4) equal annual installments of principal and accrued interest commencing on the first anniversary of the Consummation Dateconnection with an IPO, and on the next four (4) anniversaries of the Commencement Date. Interest on the unpaid principal amount shall commence to accrue from the Consummation Date at the prime rate of interest in effect on the Consummation Date as announced in the Wall Street Journal (or a reasonable substitute selected by the Board), and it shall be adjusted annually thereafter to the then-existing Wall Street Journal-announced prime rate (or a reasonable substitute selected by the Board), which adjusted rate of interest shall remain in effect for the entire year then beginning (interim changes in the prime rate during the year being disregarded). The "Consummation Date" for purposes of this Paragraph shall be the sixtieth (60th) day following delivery of the Company's notice of exercise, provided that such date may be extended by the Undersigned or the Undersigned's personal representative by written notice to a date not later than the earlier of ten (10) days Business Days after all holding periods under Section 422 the date on which the Company’s IPO price per share of Common Stock is confirmed by the Internal Revenue Code expire or consummation underwriter of such IPO. For purpose of clarity, the Repurchase Option shall not apply to shares issued upon exercise of this Warrant, and in the event of a transaction partial exercise of this Warrant, the repurchase amounts set forth above shall be reduced accordingly on a pro rata basis. The Repurchase Option shall automatically terminate on the first to occur of (e.g., merger, consolidation, stock salei) pursuant the next calendar day immediately following the date on which Holder is required to which notify the holder of the Undersigned's shares would be entitled to receive consideration Company of any kind. The decision to exercise the Repurchase Option in accordance with the terms set forth in Section 1.6(b)(A) above and (ii) the next calendar day immediately following the date on which Holder is required to notify the Company may, at its election, prepay amounts due under this Paragraph, without premium or penaltyof any decision to exercise the Repurchase Option in accordance with the terms set forth in Section 1.6(b)(B) above.]

Repurchase Option. (a) In the event any Carryover Stockholder who, as of the Undersigned's employment with DAC terminates date hereof, is an employee of the Company or its Subsidiaries ceases to be employed by the Company and its Subsidiaries for any reason whatsoever, or for no reason including termination by (the Undersigned's voluntary resignation or at the direction of DAC, with or without cause, or of the Undersigned's death or disability"Termination"), the Company (or its nominee) shall have the right (but not the obligation) to purchase any shares of Stock Stockholder Shares held by such Carryover Stockholder or his transferees (other than the Undersigned. The purchase price Company or a transferee who acquired such shares pursuant to a Permitted Transfer) will be paid subject to repurchase by the Company for the Undersigned's Stock shall be the Fair Market Value per share. (a) The Company (or its nominee) shall exercise this right to repurchase the shares of Stock, if at all, within six (6) months following the date of the termination of the Undersigned's employment with DAC by delivering written notice of exercise and GTCR pursuant to the Undersigned or terms and conditions set forth in this Section 4 (the Undersigned's personal representative"Repurchase Option"). (b) Payment In the event of Termination, the purchase price for each Stockholder Share will be the fair market value for such share at the time of such Termination (as determined by the Board in its good faith judgment, taking into consideration future liquidity events which are under active discussion by the Board) (the "Fair Market Value"). During the twelve-month period following the date hereof, the Fair Market Value shall not be set below the purchase price paid by such Carryover Stockholder for such Stockholder Shares. In no event shall the Fair Market Value of the Common Stock be set below the quotient of (x) the difference between (i) the product of (a) five and (b) the consolidated earnings of the Company from continuing operations before interest expense, taxes, depreciation and amortization and (ii) the sum of (A) Indebtedness and (B) the aggregate liquidation value of preferred stock outstanding plus accrued and unpaid dividends thereon divided by (y) the number of shares of Common Stock outstanding on a fully diluted basis. Such calculation shall be made in accordance with generally accepted accounting principles, consistently applied. The Board shall use its reasonable best efforts to set the fair market value on an annual basis; provided that, such fair market value shall not be deemed conclusive of the fair value at any time or in any other circumstances than on the date so set. In addition, the Board shall determine the Fair Market Value as soon as reasonably practicable following the occurrence of an event of Termination. (c) The Board may elect to purchase all or any portion of such Stockholder Shares by delivering written notice (the "Repurchase Notice") to the holder or holders thereof within 90 days after the Termination. The Repurchase Notice will set forth the number of Stockholder Shares to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction. The number of shares to be repurchased by the Company shall first be satisfied to the extent possible from the Stockholder Shares held by the Carryover Stockholder at the time of delivery of the Repurchase Notice. If the number of Stockholder Shares then held by the Carryover Stockholder is less than the total number of Stockholder Shares which the Company has elected to purchase, the Company shall purchase the remaining shares elected to be purchased from the other holder(s) of such Stockholder Shares, pro rata according to the number of Stockholder Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). (d) If for any reason the Company does not elect to purchase all of the Stockholder Shares pursuant to the Repurchase Option, GTCR shall be entitled to exercise the Repurchase Option for the Stockholder Shares the Company has not elected to purchase (the "Available Shares"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 90 days after the Termination, the Company shall give written notice (the "Option Notice") to GTCR setting forth the number of Available Shares and the purchase price for the Available Shares. GTCR may elect to purchase any or all of the Available Shares by giving written notice to the Company within one month after the Option Notice has been given by the Company. As soon as practicable, and in any event within ten days, after the expiration of the one-month period set forth above, the Company shall notify each holder of such Stockholder Shares as to the number of shares being purchased from such holder by GTCR (the "Supplemental Repurchase Notice"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of such Stockholder Shares, the Company shall also deliver written notice to GTCR setting forth the number of shares GTCR is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (e) The closing of the purchase of Stockholder Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company and/or GTCR will pay for the Stockholder Shares to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of funds in the aggregate amount of the purchase price for such shares. The Company and GTCR will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers' signatures be guaranteed. (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Stockholder Shares by the Company shall be made by an initial payment on the Consummation Date (defined below) equal subject to 20% of the purchase price, and the balance shall be made in four (4) equal annual installments of principal and accrued interest commencing on the first anniversary of the Consummation Date, and on the next four (4) anniversaries of the Commencement Date. Interest on the unpaid principal amount shall commence to accrue from the Consummation Date at the prime rate of interest in effect on the Consummation Date as announced applicable restrictions contained in the Wall Street Journal (or a reasonable substitute selected by the Board), Delaware General Corporation Law and it shall be adjusted annually thereafter to the then-existing Wall Street Journal-announced prime rate (or a reasonable substitute selected by the Board), which adjusted rate of interest shall remain in effect for the entire year then beginning (interim changes in the prime rate during the year being disregarded). The "Consummation Date" for purposes of this Paragraph shall be the sixtieth (60th) day following delivery of the Company's notice and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of exercise, provided that such date may be extended by the Undersigned or the Undersigned's personal representative by written notice to a date not later than the earlier of ten (10) days after all holding periods under Section 422 of the Internal Revenue Code expire or consummation of a transaction (e.g., merger, consolidation, stock sale) pursuant to Stockholder Shares hereunder which the holder of Company is otherwise entitled or required to make, the Undersigned's shares would be entitled Company may make such repurchases as soon as it is permitted to receive consideration of any kind. The Company may, at its election, prepay amounts due do so under this Paragraph, without premium or penaltysuch restrictions.

Repurchase Option. In the event the Undersigned's employment with DAC terminates for any reason whatsoever, or for no reason including termination by the Undersigned's voluntary resignation or at the direction of DAC, with or without cause, or of the Undersigned's death or disability, the Company (or its nominee) shall have the right (but not the obligation) to purchase any shares of Stock held by the Undersigned. The purchase price to be paid by the Company for the Undersigned's Stock shall be the Fair Market Value per share. (a) The Company Anything herein to the contrary notwithstanding, from and after the date hereof up to and including the expiration of the Standstill Period, SCC shall retain the right, exercisable in its sole discretion, to purchase and acquire from Millennium the Land or the Property (if development of the Land shall have been undertaken by Millennium or its nomineeany third party), for a purchase price equal to the sum of (i) shall exercise this right all costs and expenses paid or incurred by Millennium to repurchase purchase, acquire and carry the shares of StockLand and, if at allapplicable, within six to develop and construct thereon all improvements (6collectively, "MILLENNIUM COSTS"), plus (ii) months following a twelve percent (12%) return computed on all Millennium Costs, compounded annually (collectively, the date "PROPERTY PURCHASE PRICE"). If SCC elects to exercise its repurchase right, in its sole discretion, then SCC shall notify Millennium of such fact prior to the expiration of the termination of six-month period described in the Undersigned's employment with DAC by delivering written first sentence hereof, which notice of exercise to the Undersigned or the Undersigned's personal representativeshall be binding and irrevocable. (b) Payment on such exercise Any notice by which SCC elects to purchase the Company Property shall specify a closing date, which shall be made by an initial payment on a business day not less than sixty (60) nor more than ninety (90) days after the Consummation Date (defined below) equal date of such notice, and as to 20% which time shall be of the purchase priceessence as to SCC's obligation to close the transaction contemplated thereunder. Such transfer and conveyance shall be by grant deed, without covenant, and the balance shall be made subject to all exceptions to title then affecting the Property except for monetary financing liens placed upon Millennium's interest in four (4) equal annual installments of principal and accrued interest commencing on the first anniversary of the Consummation DateProperty. The conveyance shall be completely "AS IS, WITH ALL FAULTS", and on the next four Millennium shall make no representation or warranty in connection with such conveyance (4) anniversaries of the Commencement Date. Interest on the unpaid principal amount shall commence to accrue from the Consummation Date at the prime rate of interest in effect on the Consummation Date as announced in the Wall Street Journal (or a reasonable substitute selected by the Board)including, and it shall be adjusted annually thereafter to the then-existing Wall Street Journal-announced prime rate (or a reasonable substitute selected by the Board), which adjusted rate of interest shall remain in effect for the entire year then beginning (interim changes in the prime rate during the year being disregarded). The "Consummation Date" for purposes of this Paragraph 2(b), that it is the understanding of the parties that SCC, and not Millennium, shall deliver any Title Affidavit required by SCC's title insurance company). Mr. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ March 26, 1998 Page 4 (c) SCC shall be responsible for paying any transfer taxes (as well as any title charges or other miscellaneous closing expenses) payable in connection with any conveyance by Millennium to SCC pursuant to this Paragraph 2. Upon the sixtieth (60th) day following delivery conveyance of the Company's notice of exercise, provided that such date may be extended by the Undersigned or the Undersigned's personal representative by written notice Property to a date not later than the earlier of ten (10) days after all holding periods under Section 422 of the Internal Revenue Code expire or consummation of a transaction (e.g., merger, consolidation, stock sale) SCC pursuant to which this Paragraph 2, SCC shall accept the holder of the Undersigned's shares would Property in its then "as is" condition, and Millennium shall not be entitled deemed to receive consideration have made any representation or warranty, or to have assumed any ongoing responsibility of any kind. The Company maykind whatsoever, at its election, prepay amounts due under this Paragraph, without premium or penaltyin connection with any such conveyance.

Repurchase Option. In the event the Undersigned's employment with DAC terminates for any reason whatsoever, or for no reason including termination by the Undersigned's voluntary resignation or at the direction of DAC, with or without cause, or of the Undersigned's death or disabilityParticipant’s Termination prior to a Public Offering, the Company (or its nominee) shall have the right (but not the obligation) to elect to purchase all or any shares portion of Stock any Options Shares held by such Participant (or a permitted transferee of the Undersigned. The purchase price Participant) by delivering written notice to such Participant (the “Repurchase Notice”) before the end of the Repurchase Period (as defined below), which Repurchase Notice shall set forth (i) the number of Option Shares to be paid by acquired, (ii) the Company for Pricing Date (as defined below) on which the Undersigned's Stock shall Repurchase Price (as defined below) is to be determined and (iii) the Fair Market Value per share. Repurchase Closing Date (aas defined below). For purposes of this Section 10(a), (A) The Company (or its nominee) shall exercise this right to repurchase the shares of Stock“Repurchase Period” is, if at allas applicable, within six (6) months the 270-day period following the date of the termination Participant’s Termination, (B) the “Repurchase Price” is the aggregate Fair Market Value as determined on the Pricing Date of the Undersigned's employment Option Shares to be acquired, (C) the “Pricing Date” is the date specified in the Repurchase Notice on which the Repurchase Price is to be determined, which such date must be after the date of delivery of the Repurchase Notice and on or before the end of the Repurchase Period; provided that (I) if establishing a Pricing Date in that period would adversely affect the accounting treatment of the award of Options, the Pricing Date may be any time before the tenth business day after the first date on which the Pricing Date can be set without such change in accounting treatment and (II) if the Pricing Date (or words of similar import) is a later date with DAC respect to any other Shares acquired by delivering written notice the Participant (or the Participant’s permitted transferees) pursuant to an incentive equity award, the Pricing Date may be the same date as is permitted with respect to such Shares, and (D) the “Repurchase Closing Date” is the date set forth in the Repurchase Notice, which in any event must be within 30 days of exercise the Pricing Date. The Company will pay for the Option Shares to be purchased by it pursuant to the Undersigned Repurchase Option by, at its option, (i) a check or wire transfer of funds, (ii) the Undersigned's personal representative. (b) Payment on such exercise issuance of a subordinated promissory note of Company, which may or may not bear interest at a per annum rate determined by the Company shall be made by an initial payment on the Consummation Date (defined below) equal to 20% in its sole discretion, and with a maturity date of the purchase price, and the balance shall be made date of a Change in four (4) equal annual installments of principal and accrued interest commencing on the first anniversary of the Consummation Date, and on the next four (4) anniversaries of the Commencement Date. Interest on the unpaid principal amount shall commence to accrue from the Consummation Date at the prime rate of interest in effect on the Consummation Date Control or such other date as announced in the Wall Street Journal (or a reasonable substitute selected determined by the Board)Company, or (iii) any combination of (i) and it shall be adjusted annually thereafter to (ii) as the then-existing Wall Street Journal-announced prime rate (or a reasonable substitute selected by the Board), which adjusted rate of interest shall remain Company may elect in effect for the entire year then beginning (interim changes in the prime rate during the year being disregarded)its discretion. The "Consummation Date" for purposes of this Paragraph shall be the sixtieth (60th) day following delivery of the Company's notice of exercise, provided that such date may be extended by the Undersigned or the Undersigned's personal representative by written notice to a date not later than the earlier of ten (10) days after all holding periods under Section 422 of the Internal Revenue Code expire or consummation of a transaction (e.g., merger, consolidation, stock sale) pursuant to which the holder of the Undersigned's shares would Company will be entitled to receive consideration of any kind. The Company may, at its election, prepay amounts due under this Paragraph, without premium or penaltycustomary representations and warranties from the Participant regarding such sale and to require that all sellers’ signatures be guaranteed.