Subject to the terms and conditions of this Agreement, (i) Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Phase I Property (defined in Section 1.3), and (ii) Seller grants to Purchaser the exclusive option to purchase the Phase II Property (defined in Section 1.3) (the “ Phase II Optio n”) and the Phase III Property (defined in Section 1.3) (the “ P hase III Option ”). At the Closing (defined in Section 5.1) for the Phase I Property, Seller and Purchaser shall execute a Memorandum of Option (the “ M emorandum ”). Purchaser shall deliver a proposed form of Memorandum to Seller for its reasonable review and approval within 45 days after the Agreement Date and the parties shall mutually and in good faith agree upon the form of the Memorandum prior to the end of the Due Diligence Period. Upon the Closing for the Phase I Property, the Escrow Agent shall record the Memorandum in the real property records of Dallas County, Texas.