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BMDV-54329\2647924.2 Put Option Agreement - 18 - 1850 Mt. Diablo Blvd., Suite 530 Walnut Creek, CA 94596 Attn: Pam Nicolini E-mail: Any such notices may be sent by (a) certified mail, return receipt requested, in which case notice shall be deemed delivered five (5) business days after deposit, postage prepaid in the U.S. mail, (b) a nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) business day after deposit for next business day delivery with such courier, or (c) electronic mail, in which case the notice shall be deemed delivered upon transmission provided that the sender does not receive a delivery failure notification from the recipient’s electronic mail server. Any electronic mail transmission initiated after 5:00 PM on a weekday, or at any time on a Saturday, Sunday, or legal holiday, shall be deemed given on the following business day. The above addresses and electronic mail addresses may be changed by written notice to the other Party(ies); provided that no such notice shall be effective until actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. Any notice sent by the attorneys representing a Party shall qualify as notice under this Put Option Agreement. 9.4 Assignment. City/Agency shall not have the right to assign this Put Option Agreement, without the prior written consent of Beam, which consent Beam may withhold in its sole and absolute discretion. This Put Option Agreement shall be binding upon and inure to the benefit of Beam and City/Agency and their respective successors and permitted assigns, and no other party will be conferred any rights by virtue of this Put Option Agreement or be entitled to enforce any of the provisions hereof. Whenever a reference is made in this Put Option Agreement to Beam or City/Agency, such reference shall include the successors and permitted assigns of such Party under this Put Option Agreement. 9.5 Governing Law and Consent to Jurisdiction. THIS PUT OPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS OR CHOICE OF LAWS. ANY ACTION ARISING OUT OF THIS PUT OPTION AGREEMENT MUST BE COMMENCED BY CITY/AGENCY OR BEAM IN THE STATE COURTS OF THE STATE OF CALIFORNIA OR IN U.S. FEDERAL COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA AND EACH PARTY HEREBY CONSENTS TO THE JURISDICTION OF THE ABOVE COURTS IN ANY SUCH ACTION AND TO THE LAYING OF VENUE IN THE STATE OF CALIFORNIA. ANY PROCESS IN ANY SUCH ACTION SHALL BE DULY SERVED IF MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO THE PARTIES AT THEIR RESPECTIVE ADDRESS DESCRIBED IN SECTION 9.3 HEREOF. 9.6 Counterparts. This Put Option Agreement may be executed in two or more fully or partially executed counterparts, each of which shall be deemed an original binding