Circuit City 2005 Annual Report Download - page 104

terms and conditions set forth herein. The Purchase Option may not be exercised by Tenant if an Event of Default is
then continuing at the time of exercise of the Purchase Option .
(b) The Purchase Option shall be exercisable at any time from the Lease Date through 5:00 p.m. Eastern time
on April 1, 2006 (the “Option Date”).
(c) The purchase price (the “Purchase Price”) of the Premises in the event the Purchase Option is properly
and timely exercised shall be the sum of (i) $29,400,000.00, (ii) all accrued and unpaid interest together with the cost of
any Change Orders or other additional tenant improvements which has not yet been paid for by Tenant pursuant to the
terms of the Lease, (iii) all costs and expenses incurred by Landlord in constructing improvements in the Refusal Space
in the event Tenant exercises its Right of First Refusal pursuant to the terms of Special Stipulation 2 above, and (iv)
any additional sums owed by Tenant to Landlord under the terms of the Lease. The Purchase Price (less the Earnest
Money, as hereinafter defined) shall be payable in cash or immediately available funds at Closing (as hereinafter
defined). For purposes of this Special Stipulation 11, the cost of the construction of the improvements in the Refusal
Space shall be deemed to include, but not be limited to, the cost of the plans and specifications for such improvements,
permits and all tenant buildout, including without limitation demising walls, utilities, the heating, ventilating and air
conditioning system and ten percent (10%) of all such costs as Landlord’s overhead.
(d) The Purchase Option may be exercised by Tenant, on or before the Option Date, by (i) giving written
notice (the “Option Notice”) to Landlord of such exercise and (ii) simultaneously delivering to First American Title
Insurance Company (“Escrow Agent”) the sum of $500,000.00 as security for Tenant’s faithful performance of its
obligations hereunder (the “Earnest Money”),
which amount, together with any interest earned thereon, shall be applied
as a credit against the Purchase Price in the event of a Closing hereunder or otherwise disbursed by Escrow Agent
pursuant to the terms of this Special Stipulation 11. If Tenant shall fail to exercise the Purchase Option by the Option
Date, the Purchase Option shall terminate.
(e) In the event that Tenant timely exercises the Purchase Option, Tenant and its agents shall have the right,
from time to time prior to the Closing, to examine the Premises and the condition thereof, and to conduct such surveys
and to make such engineering and other inspections, tests and studies as Tenant shall determine to be reasonably
necessary, all at Tenant’s sole cost and expense; provided , however , Tenant shall not conduct any environmental
investigations of the Land beyond a Phase I environmental site assessment (i.e. no sampling or drilling) without first
obtaining Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.
Tenant agrees to give Landlord reasonable advance notice of such examinations or surveys and to conduct such
examinations or surveys during normal business hours. Unless Landlord waives such right in writing, a representative
of Landlord must be present with Tenant during all examinations or surveys of the Premises conducted by Tenant.
Tenant agrees to conduct all examinations and surveys of the Premises in a manner that will not harm or damage the
Premises, and agrees to restore the Premises to its condition prior to any such examinations or surveys immediately
after conducting the same. Tenant hereby indemnifies and holds Landlord harmless from and against any claims for
injury or death to persons, damage to property or other losses, damages or claims, including, in each instance,
attorneys’ fees and litigation costs, arising out of any action of any person or firm entering the Premises on Tenant’s
behalf as aforesaid, which indemnity shall survive the Closing or any termination of this Purchase Option or the Lease
without the Closing having occurred.
(f) Notwithstanding Tenant’s right of inspection contained in sub-paragraph (e) above, Tenant shall have
until May 1, 2006 (the “Inspection Date”) in which to make such investigations and studies with respect to the
Premises as Tenant deems appropriate, and to terminate the Purchase Option, by written notice to Landlord, to be
received on or before the Inspection Date, if Tenant is not, for any reason satisfied with the Premises. If Tenant fails to
give notice of such termination to be received by Landlord on or before the Inspection Date, then Tenant’s rights under
this sub-paragraph (f) shall be deemed to have been waived by Tenant and the Purchase Option shall remain in full
force and effect without any longer being subject to this sub-paragraph (f). If Tenant does give notice of termination,
$100 of the Earnest Money shall be paid to Landlord for the rights granted Tenant hereunder and the balance of the
Earnest Money shall be refunded to Tenant by Escrow Agent, and the parties shall have no further rights or obligations
under this Special Stipulation 11, except for those which expressly survive any such termination, and thereafter, Tenant
shall promptly provide to Landlord, without charge, copies of any reports, surveys, drawings, tests or other written
documents obtained by Tenant with respect to the Premises.