Exercise. An Option and an SAR shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee.

Exercise. Provided that no monetary or material non-monetary Event of Default has occurred and is continuing at the time of exercise of an Extension Option (defined below), and Tenant has not assigned this Lease (except to a Permitted Transferee or an Affiliate, as permitted by Article VII) either at the time of exercise or at the commencement of the applicable Extension Period, (defined below), Tenant shall have two (2) options (each, an “Extension Option”) to extend the Term of this Lease, each for an additional five (5) year period (each, an “Extension Period”) after the expiration of the initial Term, or the initial Extension Period, as applicable. Tenant may extend the Term for the entire Premises only. Each Extension Option shall be exercisable only by written notice given by Tenant to Landlord (the “Extension Election Notice”) not later than twenty-four (24) months, nor earlier than thirty-sixth (36th) months, prior to the expiration of the initial Term or the first Extension Period, as applicable. In the event that Tenant does not timely exercise an Extension Option, then such Extension Option (and the second Extension Option, if applicable) shall be null and void and of no further force or effect, time being of the essence in the exercise of each Extension Option and it being acknowledged and agreed by Tenant that Landlord shall be entitled to rely on any failure by Tenant to give written notice of its exercise of its Extension Option by the date set forth herein for such exercise thereof.

Exercise. A Stock Appreciation Right granted in connection with an Option shall be exercisable at such time or times and only to the extent that the related Option is exercisable, and will not be transferable except to the extent the related Option may be transferable. A Stock Appreciation Right granted in connection with an Incentive Stock Option shall be exercisable only if the Fair Market Value of a Share on the date of exercise exceeds the purchase price specified in the related Incentive Stock Option.

Exercise. The Option Holder (or in the case of the death of the Option Holder, the designated legal representative or heir of the Option Holder) may exercise the NQSOs during the Exercise Period by giving written notice to the ​ in the form required by the Committee (“Exercise Notice”). The Exercise Notice must specify the number of Shares to be purchased, which shall be at least 100 unless fewer shares remain unexercised. The exercise date is the date the Exercise Notice is received by the Company. The Exercise Period commences on the Vesting Date and expires at 5:00 p.m., Pacific Time, on the date 10 years after the Grant Date, such later time and date being hereinafter referred to as the “Expiration Date,” subject to earlier expiration in the event of a termination of Service as provided in Section 5. Any NQSOs not exercised as of the close of business on the last day of the Exercise Period shall be cancelled without consideration at that time.

Exercise. This Option may be exercised in whole or in part for the number of Option Shares specified (which in all cases must be at least the lesser of two-hundred and fifty (250) or the total number of shares outstanding under this Option) in a verbal notice that is delivered to the Company or its designated agent and is accompanied by full payment of the Exercise Price for such number of specified Option Shares in cash. Subject to Section 1 above, this Option will be considered exercised on the date on which # your verbal notice of exercise and your payment of the Exercise price, have both been received by the Company and # any condition to exercise, as described herein, has be satisfied.

BRPA Net Tangible Assets. BRPA shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the Offer.

Minimum Tangible Net Worth. Permit Consolidated Tangible Net Worth at any time to be less than the sum of # $664,751,000 plus # an amount equal to 75% of the net proceeds received by the Borrower from issuances and sales of Equity Interests of the Borrower occurring after June 30, 2021 (other than proceeds received within ninety (90) days before or after the redemption, retirement or repurchase of Equity Interests in the Borrower up to the amount paid by the Borrower in connection with such redemption, retirement or repurchase, in each case where, for the avoidance of doubt, the net effect is that the Borrower shall not have increased its net worth as a result of any such proceeds).

Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio as of the last day of any Measurement Period of the Borrower to be greater than the corresponding ratio set forth below:

Maximum Net Leverage Ratio. ​ will not permit the ratio, determined as of the end of each of its Fiscal Quarters, of # Net Consolidated Debt as of the last day of such Fiscal Quarter to # Consolidated EBITDA for the period of four (4) consecutive Fiscal Quarters ending with the end of such Fiscal Quarter to exceed 4.00 to 1.00.

Under no circumstances will [[Organization A:Organization]] be required to net cash settle the Warrants, the exercise of the Warrants or the Common Stock issuable upon the exercise of the Warrants.