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exclusive option to purchase the Building in the manner and for the price stated in this Option <br />Agreement ( "Option"). <br />2. Option Term. The term of the Option (the "Option Term ") shall commence on the Effective <br />Date and shall continue until the date that is ninety (90) days following the date on which the Ground <br />Lease terminates. <br />3. Exercise of Option. <br />3.1 The Option shall be exercised by City during the Option Term, but only: (a) following <br />an event of default under Section 22 of the Ground Lease, or (b) following the <br />expiration of the term or other termination of the Ground Lease. <br />3.2 To exercise the Option, City must give written notice (the "Exercise Notice") to The <br />Science Factory stating that City has elected to exercise the Option. <br />3.3 Upon the timely and due exercise of the Option by City pursuant to Sections 3.1 and <br />3.2, above, City shall be obligated to purchase the Building from The Science Factory <br />and The Science Factory shall be obligated to sell the Building to City, for the price and <br />in the manner herein set forth. <br />3.4 Notwithstanding anything to the contrary contained herein, City shall have no <br />obligation to exercise any Option granted herein. If City fails for any reason to exercise <br />the Option within ninety (90) days following the expiration of the term or other <br />termination of the Ground Lease, City shall have no further claim against or interest in <br />the Building, and upon request of The Science Factory City shall provide The Science <br />Factory with a quitclaim deed for the purpose of removing from the public record any <br />cloud on title to the Building which is attributable to the grant or existence of this <br />Option. <br />4. Purchase Price. <br />4.1 Purchase Price. The purchase price for the Building shall be equal to the fair market <br />value, as of the date of the exercise of the Option, of capital improvements (as that term <br />is defined in the next sentence). For purposes of this Section 4.1, "capital <br />improvements" consist of any renovations, repairs and other capital improvements of <br />the Building that are made by The Science Factory after the Effective Date of this <br />Option Agreement, other than any renovations, repairs and other capital improvements <br />funded by City pursuant to Section 3.2 of the Acquisition AgreemeWor otherwise paid <br />for by City. If the parties do not agree on the fair market value of the capital <br />improvements within ninety (90) days of the Exercise Notice, the fair market value of <br />the capital improvements shall be determined by a licensed appraiser approved by City <br />and The Science Factory. The purchase price shall not in any event include the value <br />of any Building improvements transferred to The Science Factory or paid for by City <br />OPTION AGREEMENT - 2 Exhibit C - Page 2 of 8 <br />