Common use of Option to Purchase Clause in Contracts

Option to Purchase. At any time during the Term of this Lease, Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the option.

Option to Purchase. At any time during Provided Lessee has complied with the Term terms and conditions of this LeaseAgreement, Tenant Lessee shall have the option to purchase that portion not less than all of the Premises utilized and occupied Property which is then subject to this Agreement, "as is" at the payment date, for the Option to Purchase Values set forth in Exhibit B by giving written notice to Lessor not less than sixty (60) days prior to the Tenant date specified in Exhibit B for the exercise of such option; provided that upon Lessee's timely payment of all Lease Payments specified in Exhibit B, Lessee shall be deemed to have properly exercised its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property and shall be deemed to have acquired all of Lessor's right, title and interest in and to the Property, free of any lien, encumbrance or security interest except such liens, encumbrances or security interest as may be created, or permitted and not discharged, by Lessee but without other warranties. In Payment of the event Landlord sells applicable Option to Purchase Value shall occur on the applicable Lease Payment Date specified in Exhibit B hereto, at which time Lessor shall, unless not required hereunder, deliver to Lessee a quitclaim xxxx of sale transferring Lessor's interest in the Property to Lessee free from any parcels comprising lien, encumbrance or security interest except such as may be created, or permitted and not discharged, by Lessee but without other warranties. Upon Lessee's actual or constructive payment of the Premises Option to Purchase Value and Lessor's actual or constructive delivery of a quitclaim xxxx of sale covering the Property, this Agreement shall terminate except as to obligations or liabilities accruing hereunder prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optiontermination.

Option to Purchase. At any time during Landlord hereby grants to Tenant, subject and pursuant to the Term of this Leaseterms and conditions outlined herein, Tenant shall have the option an Option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option Purchase Landlord’s leasehold interest (including Landlord’s right to purchase the Surplus underlying fee simple title) in the real property described in Exhibit “A” to this Agreement (the “Property”) at a Purchase Price of $7,500,000.00 under terms and conditions outlined under a separate Purchase and Sale Agreement. In Such Option to Purchase is referred to as the event Landlord sells any parcels comprising “Option”. The Option shall become effective on the Premises prior to Tenant's exercise date of this optionAgreement and shall expire on November 1, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises2002, as determined unless extended in writing by a duly qualified appraiser mutually agreeable to mutual agreement between the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option Option at any time prior to its expiration by delivering to Landlord written notice of its intent to purchase by delivering the Property, which written notice to Landlord will outline (a) Purchase Price and (b) Estimated timeframe for Buyer’s Due Diligence, but in any event the closing shall occur within 45 days of Tenant’s written notice of its election intent to exercise purchase the option.Property. Once written notice is received negotiation of a Sale and Purchase Agreement shall begin. All written notices required to be given pursuant to the terms hereof shall be deliverable pursuant to Article 20.9 of this Agreement EXECUTED IN DUPLICATE as of the date set forth in Paragraph 1.1. Landlord: Tenant: Verilink Corporation The Boeing Company By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx Title: President & CEO Title: Xxxxxx X. Xxxxxx Printed Name: Xxxxx X. Xxxxxx Printed Name: Vice President Xxxxxxx X. Xxxxxx Authorized Signatory STATE OF ALABAMA ) ) COUNTY OF MADISON ) I, the undersigned, a Notary Public in and for said County in said State, do hereby certify that Xxxxx X. Xxxxxx, whose name as President & CEO of Verilink Corporation , a Delaware corporation, is signed to the foregoing instrument, and who is known to me, and known to be such officer, acknowledged before me on this day that, being informed of the contents of said instrument, (s)he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. Given under my hand and official seal this the 2nd day of August, 2002. /s/ Xxxxxxx Xxxxx Xxxxxx Public My Commission expires: 08/13/05 STATE OF CALIFORNIA ) ) COUNTY OF LOS ANGELES ) On August 2, 2002, before me, X.X. Xxxxxxx, Notary Public, personally appeared Xxxxxxx X. Xxxxxx, personally know to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal /s/ X. X. Xxxxxxx Commission # 1349842 Notary Public – California Los Angeles County My Comm. Expires Apr 6, 2006 17 Exhibit A Site Plan Exhibit B Legal Description 19 Exhibit C Rental Schedule Lease Period Annual Rental Monthly Rental August 1 – November 30, 2002 $ -0- $ -0- December 1, 2002 – November 30, 2003 $ 850,000.00 $ 70,833.33 December 1, 2003 – November 30, 2004 $ 872,500.00 $ 72,708.33 December 1, 2004 – November 30, 2005 $ 895,000.00 $ 74,583.33 December 1, 2005 – November 30, 2006 $ 917,500.00 $ 76,458.33 December 1, 2006 – November 30, 2007 $ 940,000.00 $ 78,333.33

Option to Purchase. At any time during the Term of this Lease, Tenant shall have the option to purchase that portion of the Premises utilized and occupied by Landlord hereby grants the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus PropertyLeased Premises, at any time on or after the Fifth (5th) year anniversary date of this Lease Agreement, at fair market value but in no event less than Six Million Dollars ($6,000,000.00) provided that Tenant is not in default under the terms of the Lease and the Lease has not otherwise been terminated. In determining fair market value, an appraiser shall be obtained by Tenant, at Tenant’s expense, and shall value the property as an adult cabaret. In the event Landlord sells any parcels comprising is in disagreement with the Premises prior appraisal provided by Tenant, then in such event Landlord shall obtain an appraiser, at Landlord’s expense, to value the property as an adult cabaret. In the event there is more than a 5% difference in the appraised values between Tenant's exercise of this option’s appraisal and Landlord’s appraisal, this option the parties shall extend only retain a third appraisal, said appraiser to the remaining Premises. The purchase price shall be equal selected by Tenant’s and Landlord’s two appraisers, for a final appraisal to the Fair Market Value of the Premisesbe performed for a valuation as an adult cabaret, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and with the cost of the third appraisal being borne by the party whose initial appraisal is farthest from the initial appraisals. If Tenant wishes to exercise such appraisal option Tenant shall deliver to Landlord a written notice in substantially the following form, addressed to Landlord and signed by Tenant and given in accordance with the provisions of this Article, within the period for exercising the Option, submitted with a bank cashier’s check or money order payable to the order of Landlord in the amount of $100,000.00 (the “Xxxxxxx Money”) shall be borne equally by an effective exercise of Tenant’s Option, to wit: [DATE] “We hereby exercise the Landlord and Option to purchase the Tenant. If no agreement can be reached property described in choosing such an appraiserthe Lease, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree pursuant to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). Option contained in that certain Lease Agreement between us pertaining to said Premises.” The determination closing of the Fair Market Value by the Independent Appraiser such Purchase shall be binding on within sixty (60) days from the parties. "Appraiser," as used date of notice .Such exercise will not xxxxx Rent or any other Obligation in this paragraph, shall include duly licensed real estate brokersLease and same will continue until Closing on said Option. Tenant may exercise the option to purchase All costs of Sale will be born by delivering written notice to Landlord of its election to exercise the optionTenant.

Option to Purchase. At Landlord does hereby give and grant to Tenant the right and option to purchase the Premises at any time during the Term term or the renewal term (if duly exercised) provided that Tenant's right to possession under this Lease has not been terminated due to Tenant's default; PROVIDED, HOWEVER, that Tenant may not exercise such purchase option until such time as Wastequip Manufacturing Company ("WQMC") has paid in full all principal and accrued interest, or otherwise satisfied its obligations in full, under both (i) the 7% Convertible Subordinated Promissory Note in the principal amount of this Lease$1,250,000 dated the same day herewith issued by WQMC to Landlord and (ii) the 9% Nonconvertible Subordinated Promissory Note in the principal amount of $500,000 dated the same date herewith issued by WQMC to Landlord. The purchase price (the "Purchase Price") for the Premises described above shall be the "Fair Market Value" (defined below) as of the date of exercise. During the thirty (30) day period after such notice has been given (the "Notice Date"), Landlord and Tenant shall have the option negotiate to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option attempt to purchase the Surplus Propertyagree on one appraiser. In the event Landlord sells any parcels comprising and Tenant cannot agree within such time period on one appraiser to conduct the Premises prior to Tenant's exercise of this optionappraisal, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the then Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall each select an one appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord the other) within the sixty (60) day period after the Notice Date, each of its election to exercise whom shall have one (or more) of the option.following qualifications:

Option to Purchase. At Each of Seller and Alcon agree that each such party shall use its respective best efforts to reach a mutually acceptable agreement between the parties regarding the expansion of Seller’s existing production capacity with respect to sodium hyaluronate (the “Facility Expansion”). The parties hereto agree that, at any time during following the Term earlier of this Leaseeither (i) the date that is seven (7) years after the Effective Date or (ii) completion of a Facility Expansion, Tenant Seller shall have the option to purchase repurchase the Equipment from Alcon except that portion this option to repurchase may not be exercised to the extent a Default (as such term is defined in the Lease Agreement) under Sections 17(a)(ii), 17(a)(iii) or 17(a)(iv) of the Premises utilized Lease Agreement exists at such time and occupied Alcon has elected to terminate the Lease. The repurchase price of the Equipment pursuant to this Section 4 shall be the Purchase Price, as adjusted pursuant to Section 3 minus the aggregate of all Paydown Payments (as such term is defined in the Lease Agreement) actually paid (the “Repurchase Price”). Upon Seller’s written notice of exercise of the repurchase option pursuant to this Section 4, and payment of the Repurchase Price, Alcon shall sell, transfer, assign, convey, and deliver to Seller, free and clear of any Encumbrances, and Seller shall purchase, acquire, and accept from Alcon, Alcon’s entire right, title, and interest in, to, and under the Equipment, and Alcon and Seller shall deliver a customary bill of sale evidencing such transfer of such right, title and interest to the Equipment to Seller. Subject to Section 15, prior to the repurchase of the Equipment by the Tenant Seller, in its truck line operationsno event shall Alcon, without Seller’s prior written consent, directly or an integral indirectly, by operation of law or otherwise, sell, transfer, assign, create, incur, assume or suffer to exist any Encumbrance and/or grant a security interest in all or any part of Alcon’s interest in any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionEquipment.

Option to Purchase. At any time during If Grantee determines that it no longer has need of the Term Easement Area to serve the Convention Center Property, as determined in its sole and absolute discretion, Grantee shall notify Grantor in writing of this Lease, Tenant same (“Disposition Notice”). Grantor shall have the an option to purchase that portion of Grantee’s entire interest in the Premises utilized Easement Area and occupied by this Agreement and to terminate this Agreement on the Tenant terms and conditions set forth in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the this Section 29. Said option to purchase shall be exercisable within sixty (60) days following the Surplus PropertyDisposition Notice by delivery to Grantee of a written notice of intent to exercise the option (the “Acquisition Notice”), shall run with the land, and shall benefit any successor or assignee of Grantor and shall be binding upon any successor or assign of Grantee’s rights and interest herein. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The Grantor’s purchase price (the “Purchase Price”) shall be equal the fair market value of Grantee’s easement rights under this Agreement at the time Grantor delivers to Grantee a written notice of intent to exercise the Fair Market Value option (the “Acquisition Notice”), with fair market value determined based upon the highest and best use of Grantee’s easement rights at that time other than for Prohibited Uses. If Grantor delivers an Acquisition Notice, Grantor and Grantee shall negotiate in good faith for a period of sixty (60) days in an effort to determine the PremisesPurchase Price. If the Parties are unable to agree upon the Purchase Price within said time period, as determined by the Parties may agree upon a duly qualified appraiser method of determining the Purchase Price, including an appraisal process that is then mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiserboth Parties. If the Landlord Appraiser and the Tenant Appraiser Parties are unable to agree to the Fair Market Valueanother appraisal process, then each Party shall select an appraiser who is a member of the Landlord Appraiser Appraisal Institute within ninety (90) days after Grantor delivers the Acquisition Notice and the Tenant Appraiser Parties shall simultaneously exchange appraisals within one hundred fifty (150) days after Grantor delivers the Acquisition Notice. If the difference between the two appraisals is equal to or less than ten percent (10%) of the higher appraisal, the Purchase Price shall be the average of the two appraisals. If the difference between the two appraisals is greater than ten percent (10%) of the higher appraisal, the two appraisers shall select a third appraiser who is also a member of the Appraisal Institute and that third appraiser shall then perform an appraisal, with the amount as determined by such third appraiser to be averaged with the closer of the two preceding appraisals; such average amount shall represent the Purchase Price. If Grantor determines that the Purchase Price as determined through the appraisal process is too high Grantor may elect to rescind its Acquisition Notice and cancel the purchase, but in such event Grantor shall pay 100% of the appraisal costs incurred by both Parties. Otherwise, each Party shall pay 100% of the costs incurred with respect to its selected appraiser and 50% of the cost of the third appraiser. Once the Purchase Price is established (and assuming Grantor does not elect to rescind its Acquisition Notice and cancel the purchase), conveyance of Grantee’s interest shall be consummated within sixty (60) days through an escrow to be established by the Parties. Grantor shall pay 100% of the costs with respect to the escrow, including title fees and closing costs. The Parties shall cooperate and take such actions consistent with the foregoing as needed to consummate the transaction. Grantor’s failure to consummate a purchase after delivering an Acquisition Notice shall not result in a termination of its rights under this Section 29. If Grantor delivers an Acquisition Notice, Grantor and Grantee shall negotiate in good faith for a period of sixty (60) days in an effort to determine the Purchase Price. If the Parties are unable to agree upon the Purchase Price within said time period, the Parties may agree upon a method of determining the Purchase Price, including an appraisal process that is then mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser")to both Parties or either party may terminate all further rights of Grantor under this Section 29. The determination of the Fair Market Value by the Independent Appraiser shall be binding [Signatures on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the option.next page]

Option to Purchase. At A. On the condition that Tenant is not in default hereunder, Landlord hereby grants to Tenant an option to purchase the Premises and all or a portion of the Property, to be designated by Landlord in its sole discretion (collectively the “Option Property”) at the end of the original ten (10) year term of this Lease. If Tenant desires to exercise such option to purchase, Tenant shall provide Landlord with written notice of its intent to exercise such option (the “Option Notice”) not less one (1) year prior to the expiration of the original ten (10) year term of this Lease. Within fifteen (15) days of Landlord’s receipt of the Option Notice, Landlord shall provide to Tenant written notice of what, if any, portion of the balance of the Property Landlord has elected to include with the Premises as Option Property (“Option Property Notice”). Upon Tenant’s receipt of the Option Property Notice, Tenant shall notify landlord in writing within fifteen (15) days thereafter of whether Tenant elects to purchase the Option Property as designated by Landlord. If Tenant does not provide Landlord with written notice agreeing to purchase the Option Property as designated by Landlord within fifteen (15) days of receipt of the Option Property Notice, all of Tenant’s rights under this Section 24 shall terminate. If Tenant agrees to purchase the Option Property as designated by Landlord by providing Landlord the written notice required by this Section 24, Landlord and Tenant shall thereafter enter into a real estate purchase agreement for the purchase of the Option Property with a purchase price equal to the “Fair Market Value” of the Option Property, which shall be determined in strict accordance with the provisions of this Section 24, but in no event shall the purchase price of (i) the Premises be less than $3,540,000 and (ii) the Property, excluding the Premises, be less than $1,240,000, reduced by the net purchase price received by Landlord from the sale of any time during portion of the Term Property, excluding the Premises (the “Purchase Agreement”). If Tenant fails to deliver the Option Notice to Landlord at least one (1) year prior to the expiration of the original ten (10) year term of this Lease, Tenant shall have the then Tenant’s option to purchase that portion shall terminate, time being of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of essence under this option, this option shall extend only to the remaining PremisesSection 24. The closing date for Tenant’s purchase price of the Option Property shall be equal to March 31, 2013, the Fair Market Value expiration date of the Premises, as determined by a duly qualified appraiser mutually agreeable to original ten (10) year term of the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser Lease (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"“Closing Date”). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the option.

Option to Purchase. At any time during Provided that the Term Lease has not expired, or been terminated and remains in full force and effect, and provided further that Tenant is not in default in payment of this LeaseRent, Tenant shall have the option to purchase that portion the Leased Premises on the earlier of (i) one hundred twenty (120) months from the first day of the Premises utilized and occupied by first calendar month following the Tenant in its truck line operationsEffective Date (the "First Option Date"), or an integral part (ii) the date of any land the death of the survivor of Xxxxxxx X. Xxxxxx or building so utilized or occupiedXxxx Xxxxxx (the "ALTERNATE OPTION DATE"), but for a purchase price determined as set forth below (the "OPTION PURCHASE PRICE"). Such option shall be exercised, if at all, by written notice to Landlord not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises later than three (3) months prior to Tenant's the First Option Date or not later than three (3) months following the Alternate Option Date. The closing date (hereinafter, the "PURCHASE OPTION CLOSING DATE") shall be within six months of the Option Date. The Option Purchase Price shall be paid in cash or by cash equivalent upon the Purchase Option Closing Date. If Tenant fails to exercise its option in a timely manner as provided herein, the provisions of this optionArticle 32 shall have no further force or effect. To determine the Option Purchase Price, this option Landlord and Tenant shall extend only each select a licensed MAI or other qualified appraiser to the remaining Premises. The purchase price shall be equal to determine the Fair Market Value of the Leased Premises, as determined . The appraisers selected by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an jointly select a third licensed MAI or other qualified appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party appraiser so selected shall bear the cost of prepare, within thirty (30) days, a written appraisal report setting forth its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination opinion of the Fair Market Value by of the Independent Appraiser Leased Premises. The opinions of Fair Market Value shall be binding on ranked according to value, from highest to lowest, and the partiesmiddle opinion of Fair Market Value shall be the Option Purchase Price. "Appraiser," as used in this paragraph, Landlord and Tenant shall include duly licensed real estate brokerseach bear the cost of their own appraiser and shall share equally the cost of the third appraiser. Tenant may Upon exercise the of Tenant's option to purchase the Leased Premises hereunder, Landlord shall convey title to the Leased Premises to Tenant at the close of escrow by delivering written notice grant, bargain and sale deed subject only to matters shown in Tenant's leasehold title policy delivered pursuant to Article 5 of this Lease and matters caused or consented to in writing by Tenant. At close of escrow, Landlord shall provide Tenant with a CLTA owner's policy of its election title insurance, in the face amount of the Option Purchase Price, and otherwise in a form and from an insurer or insurers reasonably satisfactory to exercise Tenant, with such endorsements and reinsurance as Tenant may reasonably request, insuring Tenant's title to the optionLeased Premises, at Tenant's expense. Closing costs other than title insurance shall be allocated in accordance with the then prevailing practice in Las Vegas, Nevada. Rent shall be prorated as of the date of the close of escrow. At the close of escrow, Landlord shall provide Tenant with a suitable affidavit satisfying the requirements of the Internal Revenue Code relating to withholding of a portion of the Option Purchase Price in the event of a purchase from a foreign person. Landlord and Tenant shall promptly upon request prepare, execute and deliver such further documents, and shall promptly obtain beneficiary statements and similar certificates and perform such other acts as shall from time to time be reasonably required in effecting the close of escrow and the better perfecting, assuring, conveying, assigning, transferring and confirming unto Tenant the Leased Property and the rights to be conveyed or assigned. If Tenant elects to purchase the Leased Premises, Landlord may elect to participate in a tax-free exchange under Section 1031 of the Internal Revenue Code. Tenant agrees to cooperate with such an exchange by Landlord, so long as such cooperation is without cost to Tenant and does not materially affect Tenant's purchase.

Option to Purchase. At any time during the Term of this Lease, Landlord hereby grants Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus PropertyPremises, or so much thereof as may remain after any partial condemnation (in which case such purchase price will be proportionally adjusted if more than five percent (5%) of the land comprising the Premises was taken, except to the extent the proceeds thereof were distributed to Tenant in accordance with Article 17), and all fixtures and personal property therein on an "AS-IS" basis as of the Expiration Date for Eight Million and 00/100 Dollars ($8,000,000) and otherwise on the terms and conditions set forth herein, provided that Landlord has not terminated this Lease or Tenant's right of possession of the Premises under Article 18 and there exist no Events of Default or events which, with the lapse of time, the giving of notice, or both, would constitute an Event of Default at the time of Tenant's exercise of the option herein granted or as of the Expiration Date. In the event Landlord sells any parcels comprising the Premises prior Tenant desires to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option herein granted, it shall furnish Landlord written notice of its intent to do at least six (6) and not more than twelve (12) months prior to the Expiration Date. Upon delivering such notice, Tenant agrees that it shall be bound and obligated to purchase the Premises as set forth herein. Tenant agrees and acknowledges that Landlord shall be obligated to deliver only a special warranty deed conveying good and indefeasible fee simple title to the Purchaser, subject to all covenants, conditions and restrictions of record, and free of any liens claimed by, through or under Landlord. Tenant and Landlord shall each pay one half of all escrow fees and recording costs. Landlord shall pay all title insurance premiums and reasonable costs for a survey prepared by delivering written notice a surveyor acceptable to Landlord and Tenant. Tenant shall pay all other costs and expenses of consummating its election purchase of the Premises including, without limitation, any transfer taxes. Tenant acknowledges that the option granted herein is personal to exercise Tenant and may not be assigned without the optionwritten consent of Landlord in its sole and absolute discretion (except to an Affiliate of Tenant under Section 14.1).

Option to Purchase. At Lessor hereby grants to Lessee, upon and subject to the terms and conditions hereinafter set forth, an option (the "Option") to purchase the Premises at any time on or before February 28, 1999 (the "Option Expiration Date"). If the Option is exercised as hereinafter provided, the purchase price for the Premises shall be the fair market value of the Premises as of the Closing (as hereinafter defined), but with appropriate adjustments to account for any deficiencies in the condition of the Premises resulting from any breach by Lessee of the terms of this Lease. Such adjusted fair market value shall be determined by mutual agreement of Lessor and Lessee, or if the parties are unable to agree on such fair market value within sixty (60) days of the effective date of Lessee's exercise of the Option, then by a recognized and qualified independent appraiser chosen by agreement of the parties, who shall be experienced in evaluating properties similar to the Premises (a "Qualified Appraiser"). If following expiration of the foregoing sixty (60) day period the parties are unable to agree on a mutually acceptable Qualified Appraiser within an additional thirty (30) days, then within ten (10) days thereafter each shall nominate one (1) Qualified Appraiser, and those nominees shall together select a third Qualified Appraiser within twenty (20) days following their selection, which Qualified Appraiser shall thereupon conduct the appraisal and determine the purchase price within sixty (60) days. Except as otherwise provided herein, each party shall pay the fees of its own Qualified Appraiser, and one-half (1/2) the fees of the third Qualified Appraiser. Subject to the limitations hereinafter provided, the Option may be exercised by Lessee at any time during the Term of this Leaseoption period, Tenant provided further that Lessee shall have given Lessor at least twelve (12) months, prior written notice of its intent to so exercise, as provided in Section 25, which notice shall include a statement of the proposed purchase price. If this purchase option to is exercised as aforesaid, the purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal upon terms and conditions customary to such transactions, including without limitation the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord following conditions and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the option.provisions:

Option to Purchase. At any time during the Term of this Lease, Landlord hereby grants Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus PropertyReal Property and Building ("Purchase Option"). The Purchase Option must be exercised prior to the expiration of the Third Lease Year for the purchase price of $7,000,000 plus one percent (1%) per month beginning with the Commencement Date (the "Purchase Price"). Tenant shall provide Landlord with written notice of its exercise of the Purchase Option prior to expiration of the Third Lease Year. In the event Tenant exercises its Purchase Option, such sale shall close no later than six (6) months after option exercise and Landlord sells shall, upon receipt of the Purchase Price together with full payment of any parcels comprising unpaid Rent and other amounts due and payable by Tenant with respect to any period ending on or before the date of the purchase, deliver to Tenant a statutory warranty deed which conveys to Tenant the Real Property and Building free and clear of all monetary liens and free of all other encumbrances except those Tenant has agreed in writing to accept; provided, Tenant's sole remedy in the event it does not accept any nonmonetary encumbrance is to terminate its Purchase Option. Landlord covenants and agrees that until the end of the Third Lease Year it will not further encumber the Premises prior to Tenant's exercise except with utility easements and/or other items necessary for the use and operation of this optionthe Real Property; provided, consensual monetary encumbrances which are removed by closing are permitted. Upon such conveyance of the Real Property and Building, this option Lease shall extend only to the remaining Premisesterminate. The purchase price Landlord shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and pay the cost of standard title insurance, attorneys' fees incurred by Landlord in connection with such appraisal conveyance, real estate excise taxes and one-half of the escrow fee. Tenant shall pay all recording fees and attorneys fees incurred by Tenant in connection with the conveyance of the Real Property and Building, any title insurance premium above standard coverage, any personal property tax and one-half of the escrow fee. If such sale shall fails to be consummated this Lease shall continue in full force and effect, and any options to extend or renew the Term of this Lease which otherwise would have expired during the escrow period of such proposed sale shall be borne equally by deemed to remain in effect for thirty (30) days after termination of the Landlord and escrow or other arrangement covering the Tenantclosing of such proposed sale. If no agreement can be reached in choosing such an appraisersale fails to close due to a default by Tenant, then Tenant shall reimburse Landlord all Landlord's out-of-pocket costs directly related to such sale as Landlord's sole remedy. Tenant agrees to cooperate with Landlord if Landlord elects to complete the sale as a like kind exchange under Section 1031 of the Internal Revenue Code, and Landlord shall select an appraiser (the "pay Tenant for any additional cost incurred and indemnify and hold Tenant harmless from and against any liability sustained as a result of such cooperation. Landlord Appraiser") shall use a qualified intermediary and the Tenant shall select an appraiser (the "Tenant Appraiser") and employ direct deeding in any such appraisers shall mutually agree upon the Fair Market Valueexchange. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser Such purchase shall be binding on an "as-is" basis, but without releasing or indemnifying Landlord from any liability, and Landlord shall, as part of such sale, assign to Tenant all warranties and indemnities received from its seller, the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionSeattle School District.

Option to Purchase. At any time during after the expiration of the Primary Term of but while Tenant is still a Tenant under this Lease, Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the option.

Option to Purchase. At any time during Provided that the Term Tenant is not then in default under the terms of this Lease, then the Landlord grants Tenant the Option to Purchase the Property at Fair Market Value, without accounting for the valuation of the lease between Landlord and Tenant, or the value of the Premise based upon the fact that it possesses a Nude Activities Permit from the City of Portland, Maine. In order to exercise this Option, Tenant shall have notify the option Landlord, in writing, of its desire to exercise the Option which shall contain a proposed purchase that portion price supported by a Real Estate Appraisal. If the Landlord agrees to the Purchase Price proposed by Tenant, then the closing shall occur within 60 days of the Premises utilized and occupied date that the Offer is received by the Landlord. Within 14 days of the Offer date, the Landlord shall notify Tenant in its truck line operationswhether it agrees to the Offer Price. If the Landlord does not agree to the Offer Price, or an integral part then the Landlord shall, within 45 days of any land or building so utilized or occupiedthe receipt of the Offer, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior send a counter-proposal to Tenant's exercise of this option, this option setting forth its proposed sale price, which sale price shall extend only be supported by a Real Estate Appraisal. (“Counter-Offer”) If the Tenant agrees to the remaining PremisesPurchase Price proposed by Landlord, then the closing shall occur within 60 days of the date that the Counter-Offer is received by the Tenant. If the Tenant does not accept the Counter-Offer, then the parties agree that the Purchase Price will be set by a third party real estate appraiser. This appraiser shall be selected by agreement of the Tenants Real Estate Appraiser and the Landlords Real Estate Appraiser, who shall independently appraise the Premise and set the purchase price. Such real estate appraisal shall be completed within 45 days of the date that the Real Estate Appraiser is selected by the Appraiser, who shall select an appraiser within 14 days of being notified that the Tenant has rejected the Landlord’s Counter-Offer. If the Appraisers cannot agree on a Third Party Real Estate Appraiser, then the Appraiser shall be selected by the American Arbitration Association. The Closing of the transaction shall occur within 30 days of the date that the Appraiser issues his Appraisal of the Premise. Notwithstanding the above, the minimum purchase price shall be equal to One Million Seven Hundred Fifty Thousand ($1,750,000.00). This option may be exercised by Tenant during the Fair Market Value first 37 months of the Premises, as determined by a duly qualified appraiser mutually agreeable to lease. Should the Landlord and Tenant and option not be exercised within the cost first 37 months of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiserlease, then the Landlord option shall select an appraiser (expire. In order to exercise the "Landlord Appraiser") and Option, the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If notify the Landlord Appraiser in writing as required for notice under the Lease and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser closing shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value occur as within 60 days thereafter or as soon thereafter as clear title may be give by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionLandlord.

Option to Purchase. At any time If, during the Term term of this Lease or ------------------------------- during any tenancy after the end of such term (otherwise than pursuant to an agreement which supersedes this Lease), the Tenant shall sell substantially all of its assets, or if substantially all of the stock of the Tenant is sold, the Tenant, or its assigns, shall have the option to purchase that portion the leased premises. Such option shall be exercised by written notice to the Landlord and shall terminate on the earlier of (i) one year after the closing of any such sale, or (ii) the date when the Tenant (or any assignee of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of interest under this option, this option shall extend only to Lease) no longer occupies the remaining Premisesleased premises. The purchase price shall be equal to the Fair Market Value fair market value of the Premisesleased premises as then agreed upon by the Landlord and the Tenant or, if not so agreed upon, as determined by a duly qualified appraisal. The appraisal shall be conducted by an independent appraiser mutually agreeable satisfactory to the Landlord and the Tenant or, in the event that a single independent appraiser cannot be agreed upon within thirty (30) days of a demand for appraisal, the Landlord and the cost Tenant shall each select an independent appraiser who is experienced in appraising similar property. If the Landlord and the Tenant are not able to agree upon the qualification of the appraiser as so selected by the other in accordance with the preceding sentence, than the senior judge of the District Court of the county in which the leased premises is located shall select both of the appraisers. The appraisers shall each render a written report within ninety (90) days after the selection of the second such appraisal appraiser, and the purchase price shall be borne the arithmetic mean of the value determined by such appraisers or, in the event that one appraiser is agreed upon, the purchase price shall be the value as determined by such single appraiser. The reasonable fees of the appraiser (or both appraisers if two are selected) shall be shared equally by the Landlord and the TenantTenant unless they shall otherwise agree. In determining the value of the leased premises, the rent and other terms of this Lease shall be ignored. The purchase price as so determined shall be paid, in cash, within thirty (30) days after the report of the appraisers. Upon payment of the purchase price, Landlord shall convey the leased premises to Tenant or its assigns by general warranty deed free and clear of all monetary liens and encumbrances and free and clear of all other easements, restrictions, covenants or encumbrances except any easements, restrictions, covenants or other encumbrances of record on the date hereof. If no agreement can be reached in choosing the Tenant fails to pay the purchase price as so determined within such an appraiserthirty (30) day period, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") be deemed to have not effectively exercised its option and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination all of the Fair Market Value by Tenant's rights to purchase the Independent Appraiser leased premises under this Article shall be binding terminated and of no further force or effect without notice or any action on the partiespart of the Landlord. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the Tenant's option to purchase by delivering written notice under this Article is hereby assigned and set over to Landlord Xxxxxx X. Xxxxx, and Xxxxxx X. Xxxxx shall have the exclusive right to purchase the leased premises on the terms and conditions set forth in this Article during the term of its election to exercise the optionoption herein granted.

Option to Purchase. At Subject to the terms and conditions of the Bond Agreement, at the expiration of the term or if the Bond Agreement is prepaid at any time during the Term of this Leasetime, Tenant Lessee shall have the option to purchase that all or any portion of the Premises utilized and occupied by Project for One Dollar ($1.00) (the Tenant in its truck line operations“Option to Purchase”). In addition, or an integral part on the first day of any land or building so utilized or occupiedeach month during the term, but shall not Lessee shall, with the written consent of the Bondholder, have the option to purchase all or any portion of the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior Project for One Dollar ($1.00), which Option to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price Purchase shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser exercised at least fifteen (the "Landlord Appraiser"15) and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering days with prior written notice to Landlord Lessor (which notice shall state the time, date and place at which transfer of the title to the Project shall occur). If Lessee so exercises the Option to Purchase, or at the end of the term, Lessor shall, on the date and at the time and place specified in Lessee’s notice of exercise, convey to Lessee, by general warranty deed and bill of sale, good and marketable fee simple title to the Project, including any and all mineral rights then owned or controlled by the Lessor, free from any liens or encumbrances; provided, however, at the time and place specified in Lessee’s notice to exercise, either by the exercise of the Option to Purchase or by the termination of the Lease Agreement, legal and equitable title shall automatically be transferred from Lessor to Lessee notwithstanding the fact that no general warranty deed and no bill of sale has been executed by the Lessor. It is the intention of the parties that at the conclusion of the term of the Lease or at the conclusion of the term of the Lease pursuant to the Option to Purchase, title to the Project shall automatically be vested in the Lessee. At the closing, Lessor and Lessee shall enter into a termination of this Lease Agreement, which shall be recorded with the deed of conveyance. The Lessee is expressly authorized to secure specific performance of the Lessor in a court of competent jurisdiction sitting in the Commonwealth of Kentucky to enforce the Option to Purchase in addition to all other rights and remedies at law or in equity. Except as otherwise provided herein, the provisions of this Section 8 shall survive the termination or expiration of this Lease. The Lessor names, appoints and constitutes the Lessee as its election irrevocable attorney-in-fact, coupled with an interest, the interest being its leasehold estate, to exercise execute and deliver the optionforegoing special warrant deed and special warranty bill of sale, as well as the title affidavit, a provided above and to execute all other documents and to undertake all other action necessary to effect the transfer of the Project pursuant to this Section 8. In order to fully effect Xxxxxx’s right and interest under this Section 8, the Xxxxxx’s appointment as the Lessor’s attorney-in-fact to delegation cannot be terminated, nullified or revoked by the Lessor or otherwise by operation of law, notwithstanding anything contained herein to the contrary. Furthermore, any Event of Default by the Lessee under this Lease shall not affect the Lessee’s authority under its appointment, as the Lessor’s attorney-in-fact.

Option to Purchase. At any A. If this Lease shall be in effect and Tenant shall not be in default beyond the period given to cure such default at the time during of the Term exercise of this Leaseoption to purchase, Tenant (but not any assignee of this Lease other than a subsidiary, affiliate or successor corporation to Tenant) shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operationsLeased Premises, or an integral part the 56 Premises, or the 70 Premises or the 88 Premises, or the Parking Lot, or any combination thereof, on the expiration date if the initial term of any land or building so utilized or occupiedthis Lease or, but shall in the event Tenant has exercised its First Option to Renew and has not have the option rescinded same, to purchase the Surplus Property. In First Renewal Premises on the expiration date of the First Renewal Term, or in the event Landlord sells any parcels comprising Tenant has exercised its Second Option to Renew and has not rescinded same, to purchase the Second Renewal Premises prior to Tenant's exercise of this option, this option shall extend only to on the remaining Premises. The purchase price shall be equal to the Fair Market Value expiration date of the Second Renewal Term, or in the event Tenant has exercised its Third Option to Renew and has not rescinded same, to purchase the Third Renewal Premises on the expiration date of the Third Renewal Term. All of said expiration dates are hereinafter called “Option Date” and the particular Option Date being then exercised is hereinafter called the “Applicable Option Date”. If the property to be purchase is less than all of the Leased Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant shall enter into a parking easement agreement (if they have not done so previously), and record same in the land records for Stamford, Connecticut, which agreement shall allocate the use of parking spaces in, and the cost maintenance expenses of, the Parking Lot to the owner of such appraisal shall be borne equally by each of the Landlord 56 Premises, the 88 Premises and the Tenant. If no agreement can be reached 70 Premises in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree proportion to the Fair Market Value, then rentable square footage of each Building located thereon and taking into account parking spaces already located thereon or appurtenant thereto. Such agreement shall run with the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination land comprising all of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionLeased Premises.

Option to Purchase. At any time during the Term of this Lease, Tenant shall have the option to purchase that portion of the Premises utilized and occupied by Landlord hereby grants the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus PropertyLeased Premises, at any time on or after the Fifth (5th) year anniversary date of this Lease Agreement, at fair market value but in no event less than Six Million Dollars ($6,000,000.00) provided that Tenant is not in default under the terms of the Lease and the Lease has not otherwise been terminated. In determining fair market value, an appraiser shall be obtained by Tenant, at Tenant’s expense, and shall value the property as an adult cabaret. In the event Landlord sells any parcels comprising is in disagreement with the Premises prior to Tenant's exercise appraisal provided by Portions of this optionexhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission. Tenant, this option then in such event Landlord shall extend only obtain an appraiser, at Landlord’s expense, to value the remaining Premisesproperty as an adult cabaret. The purchase price In the event there is more than a 5% difference in the appraised values between Tenant’s appraisal and Landlord’s appraisal, the parties shall retain a third appraisal, said appraiser to be equal selected by Tenant’s and Landlord’s two appraisers, for a final appraisal to the Fair Market Value of the Premisesbe performed for a valuation as an adult cabaret, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and with the cost of the third appraisal being borne by the party whose initial appraisal is farthest from the initial appraisals. If Tenant wishes to exercise such appraisal option Tenant shall deliver to Landlord a written notice in substantially the following form, addressed to Landlord and signed by Tenant and given in accordance with the provisions of this Article, within the period for exercising the Option, submitted with a bank cashier’s check or money order payable to the order of Landlord in the amount of $100,000.00 (the “Xxxxxxx Money”) shall be borne equally by an effective exercise of Tenant’s Option, to wit: [DATE] “We hereby exercise the Landlord and Option to purchase the Tenant. If no agreement can be reached property described in choosing such an appraiserthe Lease, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree pursuant to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). Option contained in that certain Lease Agreement between us pertaining to said Premises.” The determination closing of the Fair Market Value by the Independent Appraiser such Purchase shall be binding on within sixty (60) days from the parties. "Appraiser," as used date of notice .Such exercise will not xxxxx Rent or any other Obligation in this paragraph, shall include duly licensed real estate brokersLease and same will continue until Closing on said Option. Tenant may exercise the option to purchase All costs of Sale will be born by delivering written notice to Landlord of its election to exercise the optionTenant.

Option to Purchase. At any time during the Term term of this Lease, Tenant shall have the option to purchase that portion the Leased Premises and the property leased by Roadway Express on the terms and conditions set forth herein. Tenant may exercise this option by giving Landlord written notice of its election to do so in accordance with the notice requirements set forth in Section 2.3. In such event, the purchase price for the Leased Premises shall be $530,000. Within 15 days after receipt of Tenant's notice exercising this option, Landlord shall cause Lawyers Title Insurance Corporation (or other title insurance approved by Tenant) to furnish a commitment for title insurance reflecting the status of title to the leased Premises. If Tenant objects to any of the matters affecting title to the Leased Premises, Tenant shall notify Landlord in writing within 15 days after Tenant's receipt of the title insurance commitment, and Landlord shall attempt to cure such objections. If Landlord is unable to cure any such objections within 15 days after receipt of Tenant's objections, Tenant may terminate its election to purchase the Leased Premises utilized (in which event, Tenant may then exercise its right to renew this Lease pursuant to Section ) or Tenant may waive such uncured objections and occupied proceed to purchase the Leased Premises. Unless Landlord and Tenant otherwise agree, the closing of the sale of the Leased Premises shall occur at the title company within 30 days after the termination of this Lease. At the closing: (i) Tenant shall pay the full purchase price in cash or by certified cashiers check, and (ii) Landlord shall execute and deliver a general warranty deed conveying title to the Leased Premises to Tenant in its truck line operations, or an integral part free and clear of any land liens created or building so utilized caused by Landlord and shall cause the title company to deliver to Tenant, at Landlord's sole cost and expense, a title insurance policy issued by Lawyers Title Insurance Corporation (or occupiedanother title insurance company approved by Tenant) insuring title to such property subject only to the matters reflected on the title insurance commitment which remain in effect after the title curative process described above. Tenant shall pay rent at the rate then in effect with respect to the Leased Premises through the closing date. Each party shall be responsible for the normal and customary closing costs paid by a buyer and seller at a closing of this type; provided, however, Tenant shall be responsible for all ad valorem taxes and insurance provided in this Lease. If Tenant does not exercise this option to purchase the Leased Premises during the initial term of this Lease, but does renew this Lease for the renewal term, Tenant shall not have the option to purchase the Surplus Property. In Leased Premises at any time during the event Landlord sells any parcels comprising renewal term on the Premises prior to Tenant's exercise of this optionsame terms and conditions as set forth above, this option shall extend only to except that the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises, as determined product obtained by multiplying $530,000 by a duly qualified appraiser mutually agreeable to fraction, the Landlord and Tenant numerator of which is the CPI Index for November 2000 and the cost of such appraisal denominator is the CPI Index for December 1995, provided that the purchase price shall not be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionless than $630,000.

Option to Purchase. At any time If, during the Initial Term of this Leaseor any Renewal Term, Landlord decides to sell the Property and Building, Tenant shall have a right of first refusal to acquire the option to purchase that portion of the Premises utilized Property and occupied by the Building at Fair Market Value (defined below). Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but also shall not have the exclusive and irrevocable option during the third Renewal Term of this Lease to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase Property and Building at a price shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable independent valuation unless otherwise agreed by Landlord and Tenant, such option to be exercised, if at all, any time prior to the expiration of the third option term. If Landlord and Tenant and are not able to mutually agree on an independent appraiser whose appraisal they both agree to accept within twenty (20) days of receiving the cost of such appraisal shall be borne equally by Tenant’s notice to exercise its option, the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall each select an one qualified MAI appraiser (or appraisal firm. Each appraiser or appraisal firm shall be duly licensed in the "Tenant Appraiser") and such appraisers State of Vermont. The parties shall seek to mutually agree upon on a third appraiser or appraisal firm. In the Fair Market Value. Each party shall bear event the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser parties are unable to agree within sixty (60) days of the exercise of the Option, the two appraisal firms selected shall select the third firm. The costs of such firms shall be borne individually by the party selecting the firm and the costs of the third appraisal firm shared equally. Each of the three appraisers or appraisal firms shall form their professional opinion as to the fair market value of the Property and Building. The highest value and the lowest value shall both be disregarded and the value in the middle shall be deemed the “Fair Market Value.” The title to the Property and Building to be transferred and conveyed shall be of good clear record and marketable title in fee simple, and a title company selected by the Tenant will so insure at regular rates and be free and clear of all tenancies, liens, encroachments and encumbrances created by the Landlord, excepting (1) any survey defects or defects in title or encumbrances of record reasonably approved by Tenant, (2) any existing tenancy to any third- party to any part of the Building or Property other than that used by the Tenant, (3) real estate taxes not yet due and payable, and (4) encumbrances arising by or through the Tenant. If the title to all or part of the Property or Building is unmarketable, the Landlord shall have a reasonable time, not to exceed ninety (90) days after written notice thereof, within which to remedy any such defect, or to obtain affirmative title insurance over the same. Within sixty (60) days after the determination of Fair Market Value, then extended by such time, if any, as is necessary to cure defects, etc., the purchase and sale contemplated herein shall be closed by the Tenant paying to the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value and by the Independent Appraiser Landlord executing and delivering to the Tenant a transferable and recordable warranty deed that conveys title in the manner set forth above. Provided the closing is consummated in accordance with this Section 29, (a) Tenant shall pay for (i) one-half of any closing escrow fees, (ii) any additional premium imposed for the issuance of an owner’s policy of title insurance that provides any coverage in excess of, or in addition to, the basic premium such owner’s policy (including, but not limited to, any endorsements procured by Tenant), (iii) the cost of the survey (if Tenant elects to obtain a survey; provided the same is obtained at Tenant’s sole cost and expense), and (iv) and the cost for any environmental reports, including any Phase I or Phase II (if Tenant elects to obtain any such environmental reports; provided the same are obtained at Tenant’s sole cost and expense); and (b) Landlord shall pay for (1) the cost to record the deed, (2) the basic premium for the owner’s title insurance policy for the Purchase Price, (3) one-half of any closing escrow fees, and (4) the cost of preparation of the closing documents. The Vermont Property Transfer Tax, if applicable, shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokersborne by Tenant. Tenant may exercise shall be responsible for procuring the option title insurance policy, the survey and any environmental reports, Tenant’s approval of which will be a condition precedent to purchase by delivering written notice Tenant’s obligation to acquire the Property and the Building. Each of Landlord of its election to exercise the optionand Tenant shall be responsible for their respective attorneys’ fees.

Option to Purchase. At any time during the Term of this Lease, Landlord hereby grants to Tenant shall have the option to purchase that portion (the "Purchase Option") at fair market value on the fifth, tenth and fifteenth anniversary hereof by giving Landlord written notification of the exercise of the option not less than Ninety (90) days prior to the option date. The fair market value of the Premises utilized will be determined by appraisal pursuant to this Section 23.C. Tenant and occupied Landlord shall, within fifteen (15) days after Tenant exercises the Purchase Option, provide to the other party the name of a person selected to act as appraiser on behalf of such party. The two appraisers thus appointed shall jointly agree upon a third appraiser within ten (10) days after both appraisers have been selected in accordance with the preceding sentence. Within ten (10) days after appointment of the third appraiser each party shall provide to the appraisers all customary information as may be requested by any of the appraisers, including, but not limited to, a complete history of operating costs and expenses for the Property. Within thirty (30) days after the date of the appointment of the third appraiser, the appraisers shall have completed the appraisal of the Premises to determine the fair market value. Each appraiser shall value the Premises as if the Premises was vacant and had no tenants at the time of such appraisal, however, in no event shall the fair market value of the Premises be determined to be less than the price which was paid by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have Landlord to acquire the option Premises on the date hereof. The parties hereto acknowledge that the provisions to purchase determine the Surplus Propertyfair market value are fair and reasonable. In the event Landlord sells any parcels comprising that the appraisers cannot agree upon the fair market value of the Premises, then the fair market value of the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value average of the Premisestwo appraisal values which are closest together. In any event, as the appraised value determined by a duly qualified appraiser mutually agreeable to the in accordance with this Paragraph 24C shall be final and binding upon Landlord and Tenant. Any appraiser appointed pursuant to this Paragraph 24C must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto) and must be an appraiser who has regularly conducted appraisals during the five (5) year period immediately prior to appointment by the parties hereunder. Any appraisal required or permitted by the terms of this Lease shall be conducted in a manner consistent with sound appraisal practice and in accordance with this Section 24.C. Tenant shall pay all costs and the expenses incurred in connection with such appraisal. Upon said notification each party shall mutually agree on a MAI appraiser who will determine fair market value. The cost of such the appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then Closing on the Landlord purchase shall select an appraiser (occur within 45 days of the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionfair market value.

Option to Purchase. At Subject to the terms and conditions of the Bond Agreement, at the expiration of the term or if the Bond Agreement is prepaid at any time during the Term of this Leasetime, Tenant Lessee shall have the option to purchase that all or any portion of the Premises utilized and occupied by Project for One Dollar ($1.00) (the Tenant in its truck line operations“Option to Purchase”). In addition, or an integral part on the first day of any land or building so utilized or occupiedeach month during the term, but shall not Lessee shall, with the written consent of the Bondholder, have the option to purchase all or any portion of the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior Project for One Dollar ($1.00), which Option to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price Purchase shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser exercised at least fifteen (the "Landlord Appraiser"15) and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering days with prior written notice to Landlord Lessor (which notice shall state the time, date and place at which transfer of the title to the Project shall occur). If Lessee so exercises the Option to Purchase, or at the end of the term, Lessor shall, on the date and at the time and place specified in Lessee’s notice of exercise, convey to Lessee, by general warranty deed and xxxx of sale, good and marketable fee simple title to the Project, including any and all mineral rights then owned or controlled by the Lessor, free from any liens or encumbrances; provided, however, at the time and place specified in Lessee’s notice to exercise, either by the exercise of the Option to Purchase or by the termination of the Lease Agreement, legal and equitable title shall automatically be transferred from Lessor to Lessee notwithstanding the fact that no general warranty deed and no xxxx of sale has been executed by the Lessor. It is the intention of the parties that at the conclusion of the term of the Lease or at the conclusion of the term of the Lease pursuant to the Option to Purchase, title to the Project shall automatically be vested in the Lessee. At the closing, Lessor and Lessee shall enter into a termination of this Lease Agreement, which shall be recorded with the deed of conveyance. The Lessee is expressly authorized to secure specific performance of the Lessor in a court of competent jurisdiction sitting in the Commonwealth of Kentucky to enforce the Option to Purchase in addition to all other rights and remedies at law or in equity. Except as otherwise provided herein, the provisions of this Section 8 shall survive the termination or expiration of this Lease. The Lessor names, appoints and constitutes the Lessee as its election irrevocable attorney-in-fact, coupled with an interest, the interest being its leasehold estate, to exercise execute and deliver the optionforegoing special warrant deed and special warranty xxxx of sale, as well as the title affidavit, a provided above and to execute all other documents and to undertake all other action necessary to effect the transfer of the Project pursuant to this Section 8. In order to fully effect Lessee’s right and interest under this Section 8, the Lessee’s appointment as the Lessor’s attorney-in-fact to delegation cannot be terminated, nullified or revoked by the Lessor or otherwise by operation of law, notwithstanding anything contained herein to the contrary. Furthermore, any Event of Default by the Lessee under this Lease shall not affect the Lessee’s authority under its appointment, as the Lessor’s attorney-in-fact.

Option to Purchase. At any time during prior to the Term expiration of the then current term of this LeaseLease (i.e., Tenant the Initial Term or any Renewal Term, as applicable) Lessee, upon giving written notice to Lessor (the “Option Notice”), shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option right to purchase the Surplus Property. In Premises as set forth in this Section 42 (the event Landlord sells any parcels comprising the Premises prior “Option to Tenant's exercise of this option, this option shall extend only to the remaining PremisesPurchase”). The purchase price shall be equal to the Fair Market Value of the Premises, Premises as determined by a duly qualified appraiser mutually agreeable established pursuant to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiserprocedure described on Exhibit “C” attached hereto. If the Landlord Appraiser Option to Purchase is exercised (i) the purchase price shall be paid at closing, which shall take place ninety (90) days following Lessor’s receipt of the Option Notice; (ii) Lessee shall take title subject only to those encumbrances of record in the Register’s Office of Xxxxxx County, Tennessee as of the Plan Effective Date (exclusive any instrument evidencing a monetary lien, all of which shall be satisfied by Lessor and released of record at or prior to closing) and real property taxes for the Tenant Appraiser then current year, but Lessee shall not be obligated to take title subject to any other lien or other encumbrance; (iii) adjustment and prorations for taxes, utility charges and insurance premiums are unable to agree be made as of the date of closing; (iv) the deed shall be a special warranty deed conveying marketable and insurable fee simple title to the Fair Market ValuePremises, then subject only to the Landlord Appraiser exceptions hereinabove referred to; (v) Lessor shall furnish Lessee an ALTA (Form B) owner’s policy of title insurance insuring title to the Premises subject only to the foregoing exceptions and the Tenant Appraiser to such other exceptions as Lessee may waive in writing; and (vi) Lessor will pay all customary closing costs except that Lessee shall select a mutually agreeable independent be responsible for recording costs, transfer taxes and duly qualified appraiser (the "Independent Appraiser")its own attorney’s fees. The determination of parties hereby acknowledge and agree that the Fair Market Value by the Independent Appraiser Option to Purchase set forth in this Section 42 shall be binding on independent of and in addition to the parties. "Appraiser," as used purchase option set forth in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionSection 36 hereof.”

Option to Purchase. At any time during Pursuant to the Term Lease HCPI has granted to Lessee a right of this Lease, Tenant shall have the first refusal and an option to purchase that portion from HCPI the Facility, related tangible and intangible personal property and all of HCPI's right, title and interest in and to the Premises utilized license to operate the Facility. Such right of first refusal and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase are collectively hereinafter referred to as the Surplus Property"Lease Option." The following grant to Manager of certain rights and options in respect of the Lease Option shall be so construed as not to apply unless Lessee shall have a right to exercise the Lease Option. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost Lessee receives notice of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election right to exercise the optionLease Option, Lessee shall provide Manager with a copy of such notice and shall, if permitted to do so under the terms of the Lease or if Manager so requests, exercise such option or right of first refusal and thereafter assign or convey its right, title and interest in, to and under the Lease Option to Manager. If not permitted under the terms of the Lease Option to assign or convey the Lease Option to Manager, whether before or after exercise thereof, then at Manager's request, Lessee shall proceed to acquire the Facility on Manager's behalf, pursuant to the terms of the Lease Option, and upon completion of such acquisition, Lessee shall convey the facility to Manager upon the identical terms and conditions, including purchase price, by which Lessee acquired the Facility. Subject to applicable limitations on the right of Lessee to exercise the Lease Option as may appear in the Lease, Lessee hereby grants unto Manager, its nominees, assigns, successors or representatives, the exclusive and irrevocable right and option to acquire, pursuant to the identical terms and conditions (including purchase price) set forth in the Lease Option for Lessee's purchase of the Facility, all of HCPI's right, title and interest, now or hereafter owned or possessed by HCPI, or acquired by Lessee pursuant to the Lease Option, in and to (i) the real estate on which the Facility is located, together with all buildings, structures and improvements now or hereafter located thereon, including without limitation, the Facility, and all rights, tenements, hereditaments and appurtenances thereunto belonging or in any wise appertaining thereto, all right, title and interest of HCPI in and to any and all appurtenant easements and any and all roads, streets, lanes and highways, whether public or private, adjacent to or adjoining the Facility, and the reversion or reversions, remainder or remainders, rents, issues or profits thereof, and all tangible personal property now or hereafter owned by HCPI and now or hereafter located on or at the Facility or actually or constructively attached thereto or to the buildings, structures or improvements thereon, and all right, title and interest of HCPI in and to all licenses required to operate the Facility (to the extent such licenses can be conveyed or transferred under applicable law), all as more particularly described in the Lease Option; (ii) the personal property of HCPI of any nature whatsoever, tangible or intangible, wherever situated, now or hereafter owned by HCPI and now or hereafter located on or about the Premises and/or used in connection with the operation of the Facility (collectively, the "HCPI Assets").

Option to Purchase. At any time during the Term of this Lease, Tenant shall have the option to purchase that portion of the Premises utilized and occupied by Landlord hereby grants the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus PropertyLeased Premises, at any time on or after the Fifth (5th) year anniversary date of this Lease Agreement, at fair market value but in no event less than Six Million Dollars ($6,000,000.00) provided that Tenant is not in default under the terms of the Lease and the Lease has not otherwise been terminated. In determining fair market value, an appraiser shall be obtained by Tenant, at Tenant’s expense, and shall value the property as an adult cabaret. In the event Landlord sells any parcels comprising is in disagreement with the Premises prior to Tenant's exercise appraisal provided by CONFIDENTIAL TREATMENT REQUESTED Portions of this optionexhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission. Tenant, this option then in such event Landlord shall extend only obtain an appraiser, at Landlord’s expense, to value the remaining Premisesproperty as an adult cabaret. The purchase price In the event there is more than a 5% difference in the appraised values between Tenant’s appraisal and Landlord’s appraisal, the parties shall retain a third appraisal, said appraiser to be equal selected by Tenant’s and Landlord’s two appraisers, for a final appraisal to the Fair Market Value of the Premisesbe performed for a valuation as an adult cabaret, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and with the cost of the third appraisal being borne by the party whose initial appraisal is farthest from the initial appraisals. If Tenant wishes to exercise such appraisal option Tenant shall deliver to Landlord a written notice in substantially the following form, addressed to Landlord and signed by Tenant and given in accordance with the provisions of this Article, within the period for exercising the Option, submitted with a bank cashier’s check or money order payable to the order of Landlord in the amount of $100,000.00 (the “Xxxxxxx Money”) shall be borne equally by an effective exercise of Tenant’s Option, to wit: [DATE] “We hereby exercise the Landlord and Option to purchase the Tenant. If no agreement can be reached property described in choosing such an appraiserthe Lease, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree pursuant to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). Option contained in that certain Lease Agreement between us pertaining to said Premises.” The determination closing of the Fair Market Value by the Independent Appraiser such Purchase shall be binding on within sixty (60) days from the parties. "Appraiser," as used date of notice .Such exercise will not xxxxx Rent or any other Obligation in this paragraph, shall include duly licensed real estate brokersLease and same will continue until Closing on said Option. Tenant may exercise the option to purchase All costs of Sale will be born by delivering written notice to Landlord of its election to exercise the optionTenant.

Option to Purchase. At any time during the Term of this Lease, Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the a one time option to purchase the Surplus PropertyProject at the Option Purchase Price (as defined below) during Initial Term (a) while the Project is not on the Market for Sale or being marketed for sale as a package with other real property, and (b) while the originally named Landlord is the owner of the Project, provided the originally named Tenant is a tenant in the Building in occupancy of all of its space and not in default of the Lease (“Purchase Option”). In The Purchase Option shall terminate and be of no further force or effect if the event Project is sold by Landlord sells any parcels comprising the Premises prior to another party either under circumstances where Tenant's exercise ’s First Offer to Purchase did not apply or where Tenant elected not to purchase as provided in Section 1 and all subsections thereof of this optionAddendum, or where the Project is sold to another party before Tenant exercises the Purchase Option as provided in this option Section 2 and all subsections thereof. To exercise the Purchase Option, Tenant shall extend only provide unconditional written notice of exercise, accompanied by a cash Deposit in the amount described in Section 3.3 below, to Landlord during the Initial Term (not during any Extension Period, if any) but not during any period that the Project is on the Market for Sale (“Tenant’s Purchase Option Notice”). The Option Purchase Price for the Project shall be in the applicable amount set forth in Section 2.3 below. If Tenant provides Tenant’s Purchase Option Notice and Deposit, the parties shall proceed with the purchase and sale of the Project as provided in Section 3 below. Tenant may not elect to rescind, revoke, modify, terminate, cancel or otherwise amend any Tenant’s Purchase Option Notice or not acquire the Project after providing Tenant’s Purchase Option Notice. Notwithstanding anything to the remaining Premises. The purchase price shall contrary in the Lease or this Addendum, Tenant acknowledges and agrees that the Purchase Option is subject and subordinate to any deed of trust now or hereafter placed on the Project and that any lender will not be equal to the Fair Market Value of the Premises, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable obligated to agree to recognize such option in the Fair Market Valueevent of a foreclosure, then trustee’s sale or deed in lieu thereof or in connection with providing any subordination, attornment and non-disturbance agreement. Notwithstanding anything to the contrary, the Purchase Option shall terminate and be of no further force or effect at the earlier of (i) the date Landlord Appraiser and sends a Sale Terms Notice or Third Party Price that is not accepted by Tenant, or (ii) the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination end of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionInitial Term.

Option to Purchase. At any time during Tenant has the Term option to Purchase the Leased Premises at its fair market value at the expiration of the term of this lease. The following procedures and principles shall apply to the Tenant’s exercise of its option. If Tenant wishes to exercise its option, it shall so notify Landlord no later than 180 days prior to the expiration of the term of this Lease, Tenant . The parties shall have promptly thereafter use reasonable efforts to agree as to the option to purchase that portion fair market value of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Leased Premises. The purchase price shall be equal to the Fair Market Value of the PremisesIf they cannot agree, as determined by a duly qualified appraiser mutually agreeable to the Landlord and Tenant and the cost of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser (the "Landlord Appraiser") and the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable they will attempt to agree on the selection of a single appraiser with recognized qualifications to appraise the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser")premises. The determination of the Fair Market Value by the Independent Appraiser shall such appraiser will be binding on upon the parties. "Appraiser," If the parties cannot agree on the selection of a single appraiser, each may appoint an appraiser and such appraisers may, if necessary, appoint a third appraiser and the determination of any two of such appraisers will be binding upon the parties. Upon payment of the price, the Landlord shall deliver the following to Tenant: a good and sufficient quitclaim deed of the Leased Premises conveying good and clear record and marketable title, free from encumbrances except (i) those which do not materially and unreasonably interfere with the current use of the Leased Premises or (ii) the easements, restrictions, reservations of record and other encumbrances existing as used of the date of this Lease (other than voluntary liens granted by Landlord). In connection with its purchase of the leased premises, Landlord has caused an environmental investigation of the property to be carried out and has furnished a copy to Xxxxxx Xxxxx. Landlord will cooperate with any further investigations which Tenant, at its own expenses, undertakes, including without limitation, investigations with respect to such matters as environmental, zoning and title considerations. The parties agree to proceed in good faith and diligently undertake to conclude Tenant’s purchase in the event it exercises its option. In the event, however, that such purchase is not concluded on or prior to the expiration of the term of this paragraphlease, the Tenant’s rights under this section shall include duly licensed real estate brokers. Tenant may exercise expire and Landlord shall be entitled to take such actions with respect to the option to purchase by delivering written notice to Landlord of its election to exercise the optionLeased Premises as it deems appropriate.

Option to Purchase. At any time during the Term of this Lease, Tenant shall have the option Lessor hereby grants to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have Lessee the option to purchase the Surplus Property. In Leased Property by written notice (the event Landlord sells "Option Notice") to Lessor at any parcels comprising time during the Premises prior to Tenant's exercise last six (6) months of the initial term of this option, this option shall extend only to the remaining PremisesLease. The purchase price shall be equal to the Fair Market Value greater of (a) $675,000.00 or (b) the then fair market value of the Premises, Leased Property as determined by the appraisal procedure hereinafter set forth. At the time of the Option Notice, Lessee shall select and give notice to Lessor of the name of a duly qualified appraiser mutually agreeable local appraiser, and within ten (10) days after the Option Notice Lessor shall select and give notice to Lessee of the Landlord name of a local appraiser. The two appraisers so selected shall within twenty (20) days after the Option Notice select and Tenant give notice to Lessor and Lessee of the cost name of such appraisal shall be borne equally by a third local appraiser. In the Landlord and the Tenant. If no agreement can be reached in choosing such event either party fails to timely select an appraiser, then the Landlord appraisal hereinafter described shall be conducted by the appraiser selected by the other party. In the event Lessor and Lessee each timely select an appraiser (but the "Landlord Appraiser") two appraisers selected are unable to timely select a third appraiser, the third appraiser shall be selected by the Presiding Judge of the Superior Court of the State of Arizona in and for the County of Maricopa. Each appraiser shall be an independent M.A.I. appraiser with experience appraising industrial properties in Maricopa County, Arizona similar to the Premises. The appraiser or appraisers selected shall determine the then fair market value of the Premises and the Tenant Equipment and shall select an give notice thereof to Lessor and Lessee within thirty (30) days after the notice is given of the selection of the last appraiser. The appraiser (or appraisers may seek the "Tenant Appraiser") and such appraisers shall mutually agree upon assistance of a knowledgable entity or individual in connection with the Fair Market Value. Each party shall bear appraisal of the cost of its selected appraiserEquipment. If the Landlord Appraiser and the Tenant Appraiser appraisers are unable to agree as to the Fair Market Valuethen fair market value of the Premises or the Equipment, each appraiser shall make an appraisal of the then fair market value of the Landlord Appraiser Premises and the Tenant Appraiser Equipment, and the appraised value of the Premises or the Equipment, as the case may be, shall select a mutually agreeable independent be the average of the three appraisals for the item in question, provided, however, if any appraisal deviates by more than 10% from the average of the other two appraisals, the appraised value shall be the average of the other two appraisals. The appraisers shall give written notice to Lessor and duly qualified appraiser Lessee of the then fair market value of the Premises and of the Equipment (the "Independent AppraiserAppraisal Notice Date"). The determination Within fifteen (15) days after the Appraisal Notice Date Lessee shall give written notice to Lessor as to whether the Lessee elects to purchase the Leased Property. If Lessee fails to timely give such notice, Lessee shall be deemed to have elected to purchase the Leased Property. If Lessee timely elects to purchase the Leased Property, the fee and expenses of the Fair Market Value appraiser selected by the Independent Appraiser Lessee shall be binding borne by Lessee, the fee and expenses of the appraiser selected by Lessor shall be borne by Lessor and the fee and expenses of the third appraiser shall be borne fifty percent (50%) by Lessee and fifty percent (50%) by Lessor. If Lessee does not timely elect to purchase the Leased Property, the fees and expenses of the three appraisers shall be borne by Lessee. Lessee shall have no obligation to purchase the Leased Property as a result of having given the Option Notice. Within fifteen days (15) days after Lessee elects to purchase the Leased Property, an escrow shall be opened with an office of First American Title Insurance Company of Arizona (the "Escrow Agent"). Escrow Agent within ten (10) days after the opening of escrow shall deliver to Lessor and Lessee a preliminary title report or commitment for an extended coverage owner's title insurance policy (the "Preliminary Report") to insure fee simple title in Lessee or any nominee designated by Lessee (the "Buyer") as to the Premises, under which the insured is the Buyer and in the amount of the purchase price for the Premises. In addition to the Preliminary Report, the Escrow Agent shall simultaneously deliver to Lessee copies of all recorded documents identified in any portion of the Preliminary Report. Lessor represents and warrants that on the partiesdate hereof it is the owner of the Premises and title to the Premises is free and clear of liens, encumbrances, adverse claims and all other matters except the matters set forth on Exhibit C attached hereto and made a part hereof. "Appraiser," as used Lessor represents and warrants that at the time of closing of the escrow relating to the option to purchase, there will be no matters affecting title to the Premises other than then current real property taxes, a lien not yet due and payable, and items 1 through 8 inclusive, set forth on Exhibit C, and Lessor at its expense at the close of escrow shall cause to be satisfied, if not previously satisfied, the matters set forth in this paragraphitems 9, shall include duly licensed real estate brokers. Tenant may exercise 10, 11 and 13 set forth on Exhibit X. Xxxxxx represents and warrants that on the date hereof and at the closing of the option to purchase it is the owner of the Equipment and title thereto is free and clear of any liens, encumbrances, adverse claims and all other matters except the matters set forth on Exhibit C, and Lessor at its expense at the close of escrow shall cause to be satisfied, if not previously satisfied, the matters set forth in items 9, 10, 11 and 13 set forth on Exhibit C. The Escrow Instructions shall be in the standard form then used by delivering written notice Escrow Agent and shall include the applicable provisions of this paragraph. Escrow shall close within 120 days after the Appraisal Notice Date. The purchase price shall be payable in cash at the close of escrow. Lessor shall be charged the premium for a standard coverage owner's policy and Lessee shall be charged the additional premium for the issuance of an extended coverage owner's policy. Escrow fees shall be borne fifty percent (50%) by Lessor and fifty percent (50%) by Lessee, and all other costs, expenses and prorations shall be charged and made in accordance with the custom then prevailing in Maricopa County, Arizona. At close of Escrow, Lessor shall execute and deliver for the benefit of the Buyer a warranty deed with respect to Landlord the Premise which shall warrant title subject only to those matters permitted pursuant to this paragraph and a xxxx of its election sale with respect to exercise the optionEquipment which shall warrant title without exceptions as set forth in this paragraph.

Option to Purchase. At any time during Provided that the Term Tenant is not then in default under the terms of this Lease, then the Landlord grants Tenant the Option to Purchase the Premises at Fair Market Value, without accounting for the valuation of the lease between Landlord and Tenant, the value of the Premise based upon the fact that it possesses all permits necessary to operate an adult entertainment nightclub in the City of Hialeah, Florida, or the value of the property described on Exhibit A-1. In order to exercise this Option, Tenant shall have notify the option Landlord, in writing, of its desire to exercise the Option which shall contain a proposed purchase that portion price supported by a Real Estate Appraisal. If the Landlord agrees to the Purchase Price proposed by Tenant, then the closing shall occur within 60 days of the Premises utilized and occupied date that the Offer is received by the Landlord. Within 14 days of the Offer date, the Landlord shall notify Tenant in its truck line operationswhether it agrees to the Offer Price. If the Landlord does not agree to the Offer Price, or an integral part then the Landlord shall, within 45 days of any land or building so utilized or occupiedthe receipt of the Offer, but shall not have the option to purchase the Surplus Property. In the event Landlord sells any parcels comprising the Premises prior send a counter-proposal to Tenant's exercise of this option, this option setting forth its proposed sale price, which sale price shall extend only be supported by a Real Estate Appraisal. (“Counter-Offer”) If the Tenant agrees to the remaining PremisesPurchase Price proposed by Landlord, then the closing shall occur within 60 days of the date that the Counter-Offer is received by the Tenant. If the Tenant does not accept the Counter-Offer, then the parties agree that the Purchase Price will be set by a third party real estate appraiser. This appraiser shall be selected by agreement of the Tenants Real Estate Appraiser and the Landlords Real Estate Appraiser, who shall independently appraise the Premise and set the purchase price. Such real estate appraisal shall be completed within 45 days of the date that the Real Estate Appraiser is selected by the Appraiser, who shall select an appraiser within 14 days of being notified that the Tenant has rejected the Landlord’s Counter-Offer. If the Appraisers cannot agree on a Third Party Real Estate Appraiser, then the Appraiser shall be selected by the American Arbitration Association. The Closing of the transaction shall occur within 30 days of the date that the Appraiser issues his Appraisal of the Premise. Notwithstanding the above, the minimum purchase price shall be equal to Two Million and 00/100 ($ 2,000,000.00). This option may be exercised by Tenant during the Fair Market Value first 37 months of the Premises, as determined by a duly qualified appraiser mutually agreeable to lease. Should the Landlord and Tenant and option not be exercised within the cost first 37 months of such appraisal shall be borne equally by the Landlord and the Tenant. If no agreement can be reached in choosing such an appraiserlease, then the Landlord option shall select an appraiser (expire. In order to exercise the "Landlord Appraiser") and Option, the Tenant shall select an appraiser (the "Tenant Appraiser") and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If notify the Landlord Appraiser in writing as required for notice under the Lease and the Tenant Appraiser are unable to agree to the Fair Market Value, then the Landlord Appraiser and the Tenant Appraiser closing shall select a mutually agreeable independent and duly qualified appraiser (the "Independent Appraiser"). The determination of the Fair Market Value occur as within 60 days thereafter or as soon thereafter as clear title may be give by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the optionLandlord.

Option to Purchase. At any time during the Term of this Lease, Landlord hereby grants to Tenant shall have the option to purchase that portion of the Premises utilized and occupied by the Tenant in its truck line operations, or an integral part of any land or building so utilized or occupied, but shall not have the option to purchase the Surplus Premises (the "Purchase Option"), on the fifth, tenth and fifteenth anniversary hereof by giving Landlord written notification of the exercise of the option not less than Ninety (90) days prior to the option date except for the fifteenth anniversary which written notification must be not less than One Hundred and Eighty (180) days prior to the option date. Tenant and Landlord shall, within fifteen (15) days after Tenant exercises the Purchase Option, provide to the other party the name of an appraiser selected to act as appraiser on behalf of such party. The two appraisers thus appointed shall jointly agree upon a third appraiser within ten (10) days after both appraisers have been selected in accordance with the preceding sentence. Within ten (10) days after appointment of the third appraiser each party shall provide to the appraisers all customary information as may be requested by any of the appraisers, including, but not limited to, a complete history of operating costs and expenses for the Property. Within thirty (30) days after the date of the appointment of the third appraiser, the appraisers shall have completed the appraisal of the Premises to determine the fair market value. The parties hereto acknowledge that the provisions to determine the fair market value are fair and reasonable. In the event Landlord sells any parcels comprising that the appraisers cannot agree upon the fair market value of the Premises, then the fair market value of the Premises prior to Tenant's exercise of this option, this option shall extend only to the remaining Premises. The purchase price shall be equal to the Fair Market Value average of the Premisestwo appraisal values which are closest together. In any event, as the appraised value determined in accordance with this Paragraph 24C shall be final and binding upon Landlord and Tenant. Any appraiser appointed pursuant to this Paragraph 24C must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto) and must be an appraiser who has regularly conducted appraisals during the five (5) year period immediately prior to appointment by the parties hereunder. Any appraisal required or permitted by the terms of this Lease shall be conducted in a duly qualified appraiser mutually agreeable manner consistent with sound appraisal practice and in accordance with this Section 24.C. Tenant shall pay all costs and expenses incurred in connection with such appraisal. The value so decided pursuant to the Landlord and Tenant and the cost of such appraisal foregoing paragraph shall be borne equally referred to herein as the "FMV". The purchase price to be paid by Tenant pursuant to the Landlord Purchase Option shall be the highest of : (1) FMV; (2) One Million Thirty Thousand and the Tenant. If no agreement can be reached in choosing such an appraiser, then the Landlord shall select an appraiser No/100 Dollars ($1,030,000.00) (the "Landlord AppraiserOriginal Purchase Price") plus three percent (3%) per annum from and after May 1, 2009; or (3) the Tenant shall select an appraiser Original Purchase Price plus cumulative increases (expressed as a percentage) using the "Tenant Appraiser") most recent Consumer Price Index All Urban Consumers from and such appraisers shall mutually agree upon the Fair Market Value. Each party shall bear the cost of its selected appraiser. If the Landlord Appraiser and the Tenant Appraiser are unable to agree to the Fair Market Valueafter May 1, then the Landlord Appraiser and the Tenant Appraiser shall select a mutually agreeable independent and duly qualified appraiser 2009 (the "Independent Appraiser"U.S. City Average). The determination of the Fair Market Value by the Independent Appraiser shall be binding on the parties. "Appraiser," as used in this paragraph, shall include duly licensed real estate brokers. Tenant may exercise the option to purchase by delivering written notice to Landlord of its election to exercise the option.