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Empire shall have the right to cause Bryanston to sell, convey, assign and transfer to Empire, and Empire shall at the same time redeem, purchase and acquire in full from Bryanston from funds legally available to Empire to effect such payment, all of the Bryanston Preferred Shares (an “Early Redemption”) for an amount equal to that set forth in the Settlement Agreement and Release calculated on the date of the Early Redemption as if there had been a Concord Event on that date, notwithstanding whether a Concord Event actually occurs. For the avoidance of doubt, Empire shall have the right to cause an Early Redemption of all of the Bryanston Preferred Shares at a time of Empire’s own choosing prior to any Concord Event for an amount consistent with the schedule set forth in the Settlement Agreement and Release.

Regardless of whether a Concord Event occurs, Bryanston will be required to sell, convey, assign and transfer to Empire, and Empire will be required to redeem, purchase and acquire in full from Bryanston from funds legally available to Empire to effect such payment, all of the Bryanston Preferred Shares at any time when Empire is awarded a Gaming Facility License by the New York State Gaming Facility Location Board and the New York State Gaming Commission and any required license issuance fee has been paid in connection with the proposed construction of a planned casino, hotel, and racetrack at the site of the former Concord Resort in Sullivan County, New York (a “Mandatory Redemption”). The Mandatory Redemption will be for an amount equal to that set forth in the Settlement Agreement and Release calculated on the date of the Mandatory Redemption as if there had been