Town of Castle Rock Agreement for Aquisition

term of the Installment Option, subject to the CWCB's right to terminate this
Agreement pursuant to Paragraph 4 herein, or any other exercise of law or equity
allowing for the termination of this Agreement.
4. Termination. This Agreement may be terminated under the conditions
provided in this Paragraph.
4.1. Failure to Exercise/Close for Two Consecutive Years. If Purchaser fails
to exercise its Installment Option, or fails to close an Installment Acquisition, for
any period of two (2) consecutive years subsequent to the Initial Closing but prior to
the expiration of the term of the Installment Option, then this Agreement may be
terminated by the CWCB at its sole discretion. If the CWCB exercises its right to
terminate pursuant to this Paragraph 4.1, the CWCB shall retain any sum paid to
it pursuant to this Agreement and this Agreement shall be terminated and of no
further force and effect. Termination pursuant to this Paragraph 4.1 shall be
effective as of the date written notice of the CWCB's election to terminate is
provided to Purchaser pursuant to Paragraph 8.1 herein.
4.1.1. If this Agreement is terminated pursuant to Paragraph 4.1
herein, the Purchaser shall retain all rights and interests it then holds to any
portion of the Orphan Shares previously acquired, pursuant to the Initial Closing or
any Installment Acquisition Closing, and the CWCB shall retain its rights and
interests in any proceeds paid to it by or on behalf of the Purchaser for the same.
5. Ri�hts to Portion of Orphan Shares Not Acquired bv Purchaser. The CWCB
shall retain all interest and claim to any portion of the 1,300.339 acre-feet of
Optioned Orphan Shares that is the subject of this Agreement that is not acquired
by the Purchaser on or before the expiration of the term of the Installment Option
or of this Agreement, free and clear of any and all claims and interests of the
Purchaser, except for the right of first refusal set forth in Paragraph 6 herein.
6. Right of First Refusal. If Purchaser has not acquired the entire 1,300.339
acre-feet of the Optioned Allocation from the CWCB on or before the expiration of
the term of the Installment Option or the termination of this Agreement, the CWCB
shall thereafter, for a period of 10 years from the date of expiration or termination,
hold the portion of the Optioned Allocation not acquired by Purchaser subject to the
following Right of First Refusal in the Purchaser:
6.1. If, during the term of the Right of First Refusal, the CWCB: (1)
receives an offer for the purchase of any Optioned Orphan Shares not acquired by
Purchaser from a party other than the Purchaser that the CWCB determines to
accept ("Purchase Offer"); or (2) makes an offer for the sale of any of the Optioned
Orphan Shares not acquired by Purchaser to a party other than the Purchaser that
is accepted by the offeree ("Sale Offer"); then the CWCB shall, within fifteen (15)
business days of determining to accept a Purchase Offer or receiving an acceptance
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