Common use of Option Exercise Clause in Contracts

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no fewer than [__] ([__]) days after the date of the Exercise Notice and no later than [__] ([__]) days after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] Dollars ($[_____]) by wire transfer to Optionor of immediately available funds, on the Closing Date. b. [To issue to Optionor pursuant to the Offering that number of Series Interests having a value equal to [_____] dollars ($[_____] USD) (the “Equity Value”), which number of Series Interests is calculated by dividing the Equity Value by the price per interest applicable to such Series set forth in the Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)].

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no fewer earlier than [__] one ([__]1) days day after the date of the Exercise Notice and no later than [__] one ([__]1) days day after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] Dollars ($[_____]) by wire transfer to Optionor of immediately available funds, on the Closing Date. b. [To issue to Optionor pursuant to the Offering that : number of Series Interests having a mutually agreed upon by the Parties, the value equal to [_____] dollars ($[_____] USD) of which (the “Equity Value”)) shall be determined by the asset seller at the time of the Closing of the Offering immediately after giving effect to the issuance of the Series Interests to Optionor and all other investors in the Offering, which unless otherwise agreed to in writing between the parties. The number of Series Interests is shall be calculated by dividing the Equity Value by the price per interest applicable to such Series Interest set forth in the relevant Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)].

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no fewer earlier than [__] one ([__]1) days day after the date of the Exercise Notice and no later than [__] one ([__]1) days day after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] Dollars ($[_____]) by wire transfer to Optionor of immediately available funds, on the Closing Date. b. [To issue to Optionor pursuant to the Offering that : number of Series Interests having a mutually agreed upon by the Parties, the value equal to [_____] dollars ($[_____] USD) of which (the “Equity Value”)) shall be no greater than 30.00% of the total issued and outstanding Series Interests at the time of the Closing of the Offering immediately after giving effect to the issuance of the Series Interests to Optionor and all other investors in the Offering, which unless otherwise agreed to in writing between the parties. The number of Series Interests is (subject to the 30.00% threshold set forth in the immediately preceding sentence) shall be DocuSign Envelope ID: 04FEDD20-4671-4E27-9DFE-F51CF417ABA8 calculated by dividing the Equity Value by the price per interest applicable to such Series Interest set forth in the relevant Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)].

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no fewer than [__] one ([__]1) days after the date of the Exercise Notice and no later than [__] one ([__]1) days after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] Two Hundred and Forty-One Thousand Two hundred and Fifty Dollars ($[_____]241,250) by wire transfer to Optionor of immediately available funds, on the Closing Date. b. [To ▇. ▇▇ issue to Optionor pursuant to the Offering that number of Series Interests having a value equal to [_____] Eighty Eight Thousand Seven Hundred and Fifty dollars ($[_____] 88,750 USD) (the “Equity Value”), which number of Series Interests is calculated by dividing the Equity Value by the price per interest applicable to such Series set forth in the Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)].

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no fewer earlier than [__] one ([__]1) days day after the date of the Exercise Notice and no later than [__] one ([__]1) days day after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] Dollars ($[_____]) by wire transfer to Optionor of immediately available funds, on the Closing Date. b. [To issue to Optionor pursuant to the Offering that : number of Series Interests having a mutually agreed upon by the Parties, the value equal to [_____] dollars ($[_____] USD) of which (the “Equity Value”)) shall be no greater than 30.00% of the total issued and outstanding Series Interests at the time of the Closing of the Offering immediately after giving effect to the issuance of the Series Interests to Optionor and all other investors in the Offering, which unless otherwise agreed to in writing between the parties. The number of DocuSign Envelope ID: 12658ABA-632B-4F02-8C72-A588CBC7EF02 Series Interests is (subject to the 30.00% threshold set forth in the immediately preceding sentence) shall be calculated by dividing the Equity Value by the price per interest applicable to such Series Interest set forth in the relevant Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)].

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder the Optionee shall occur purchase and acquire from Optionor, the Asset (the “Closing”); provided, however, that the Closing Date shall be no fewer than [__] one ([__]1) days after the date of the Exercise Notice and no later than [__] one ([__]1) days after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] the full Purchase Price (i.e. Three Hundred Thousand Dollars ($[_____]300,000.00)) by wire transfer to Optionor of immediately available funds, on the Closing Date. b. [To issue ; provided, the full amount of the Purchase Price shall not be due to Optionor pursuant unless Optionee has (i) approved the Merchandise design and (ii) fulfilled its obligations outlined in Sections 3 and 4 of Exhibit A; ▇. ▇▇▇▇▇▇▇ shall cover all costs and expenses related to: packing, crating, delivery of the Asset (from a location designated by Optionor); and c. Risk of loss with respect to the Offering that number Asset shall transfer to Optionee upon Optionee’s retrieval of Series Interests having the Asset from a value equal to [_____] dollars ($[_____] USD) (the “Equity Value”), which number location of Series Interests is calculated by dividing the Equity Value by the price per interest applicable to such Series set forth in the Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretionOptionor’s designation, to be necessary and advisable (the “Procedures”)]mutually agreed upon in good faith.

Option Exercise. Optionee shall have (i) At any time during an Option Period, the right, but not Investor Member may exercise the obligation, Option by delivery of written notice to the Ryman Member (the “Option Exercise Notice”) indicating its election to exercise the Option at any time and the number of Option Units, up to the total number of Option Units, that it will purchase. Any exercise will be irrevocable. For purposes hereof, the “Option Period” means the period commencing on or after the Effective Date and through date of the delivery of the Option Expiration Date Price Notice and ending on December 20 of the applicable year for which such Option Price Notice has been delivered; provided that if an Option Price Dispute is submitted to the Independent Referee and the Independent Referee has not completed its review and rendered its final determination by December 15 of such year, the Ryman Member and the Investor Member shall agree to an appropriate extension of the Option Period to allow the Investor Member to make an informed and considered determination as to whether it desires to exercise the Option based on the final Option Price, but also allowing for an Option closing by no later than the end of such year. (ii) The total number of Class A Units subject to the Option for any year (the “Option PeriodUnits”). It is hereby acknowledged ) shall be equal to a number of Class A Units equal to the lesser of (i) the number of Class A Units having an aggregate Option Price equal to the lesser of (A) $125,000,000 and agreed (B) the Annual Maximum Permissible Amount as finally determined pursuant to Section 13.1(c) and (ii) the greatest number of Class A Units that if Transferred by the Ryman Member in the Option hereby granted constitutes a present and absolute grant would still result in the Ryman Member owning 51.0% of the Outstanding Units. No fractional Units will be transferred. (iii) The Option as closing will occur no later than December 31 of the date hereofyear in which the applicable Option relates. In order to exercise At the OptionOption closing, Optionee (A) the Investor Member shall deliver prior purchase and pay, by wire transfer of immediately available funds to the account designated by the Ryman Member, for the Option Expiration Date a written notice of exercise (Units included in the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no fewer than [__] ([__]) days after the date of the Option Exercise Notice and no later than [__] ([__]) days after the end of the Option Period. Upon Optionee’s exercise of the Option as above providedRyman Member shall, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionorconcurrently with such payment, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] Dollars ($[_____]) by wire transfer to Optionor of immediately available funds, on the Closing Date. b. [To issue to Optionor pursuant deliver to the Offering that number Investor Member the certificates or other applicable instruments, if any, representing such Option Units, free and clear of Series Interests having a value equal to [_____] dollars all Liens, and ($[_____] USDB) (the “Equity Value”), which number of Series Interests is calculated by dividing Investor Member and the Equity Value by the price per interest applicable to such Series set forth Ryman Member shall execute an Assignment in the Offering Statement on Form 1-A, form attached as filed with and qualified by Exhibit C hereto. Schedule A shall thereupon be modified to reflect the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)]Transfer of such Option Units.

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no fewer than [__] one ([__]1) days after the date of the Exercise Notice and no later than [__] one ([__]1) days after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] Three-Million-One-Hundred-Twenty-Five Thousand Dollars ($[_____]3,125,000) by wire transfer to Optionor of immediately available funds, on the Closing DateDate less any Option Acquisition Payment (as defined below) paid to AJG, and less any Prepayment (as defined below) made per the conditions outlined in Schedule A hereto. b. [To ▇. ▇▇ issue to Optionor pursuant to the Offering that number of Series Interests having a value equal to [_____] dollars Ten-Million-Five Hundred Thousand Dollars ($[_____] 10,500,000.00 USD) less any Option Acquisition Equity issued to AJG (the “Equity Value”), which number of Series Interests is calculated by dividing the Equity Value by the price per interest applicable to such Series set forth in the Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)].

Option Exercise. Optionee shall have By notification to the right, but not the obligation, to exercise the Option at any time on or Company within fifteen (15) days after the Effective Date Issuance Notice is given, each Eligible Investor may elect to purchase or otherwise acquire, at the price and through on the Option Expiration Date terms specified in the Issuance Notice, an amount equal to the proportion of Offered New Securities that bears the same proportion as such Eligible Investor’s Securities bears to the Securities owned by all such Eligible Investors who may elect to purchase Offered New Securities (all such Securities being valued as the aggregate principal amount of Notes held by such Eligible Investors, and for purposes of such calculation, any Warrant Shares held by such Eligible Investors valued at the aggregate amount equal to the product of the number of such shares and the exercise price thereof, hereinafter referred to as the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “ClosingInvestor’s Pro Rata Share”); provided, however, that if transaction set forth in the Closing Date Issuance Notice involves a registered public offering of securities by the Company, then in such event, in lieu of its right to purchase of its Investor’s Pro Rata Share of the Offered New Securities, each Eligible Investor may elect to purchase or otherwise acquire up to that portion of the Offered New Securities which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Warrants and any other securities exercisable for or convertible into Common Stock (the “Derivative Securities”) then held by such Eligible Investor bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Warrants and other Derivative Securities). The closing of any sale pursuant to this Section 3.2 shall be no fewer than [__] occur within thirty ([__]30) days after the date of the Exercise Notice and no later than [__] on which such notification is first given by such Eligible Investor. Each Eligible Investor ([__]) days after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] Dollars ($[_____]) by wire transfer to Optionor of immediately available funds, on the Closing Date. b. [To issue to Optionor pursuant to the Offering that number of Series Interests having a value equal to [_____] dollars ($[_____] USD) (the “Equity Value”), which number of Series Interests is calculated by dividing the Equity Value by the price per interest applicable to such Series set forth in the Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, assignees) shall be entitled to apportion the rights of first refusal hereby granted to it among itself and its Affiliates in their sole discretion, to be necessary and advisable (the “Procedures”)]such proportions as it deems appropriate.

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no fewer than [__] one ([__]1) days after the date of the Exercise Notice and no later than [__] one ([__]1) days after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] Three Hundred Fifty Thousand Dollars ($[_____]350,000.00) by wire transfer to Optionor of immediately available funds, on the Closing Date. b. [To ▇. ▇▇ issue to Optionor pursuant to the Offering that number of Series Interests having a value equal to [_____] zero dollars ($[_____] 0.00 USD) (the “Equity Value”), which number of Series Interests is calculated by dividing the Equity Value by the price per interest applicable to such Series set forth in the Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)].

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no fewer than [__] one ([__]1) days after the date of the Exercise Notice and no later than [__] one ([__]1) days after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] Five Hundred and Nine Thousand Dollars ($[_____]508,500) by wire transfer to Optionor of immediately available funds, on the Closing Date. b. [To ▇. ▇▇ issue to Optionor pursuant to the Offering that number of Series Interests having a value equal to [_____] dollars Fifty Eight Thousand Five Hundred Dollars ($[_____] 59,000.00 USD) (the “Equity Value”), which number of Series Interests is calculated by dividing the Equity Value by the price per interest applicable to such Series set forth in the Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)].

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no fewer than [__] ([__]) days after the date of the Exercise Notice and no later than [__] ([__]) days after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] Dollars ($[_____]) by wire transfer to Optionor of immediately available funds, on the Closing Date. b. [To issue to Optionor pursuant to the Offering that number of Series Interests having a value equal to [_____] dollars ($[_____] USD) (the “Equity Value”), which number of Series Interests is calculated by dividing the Equity Value by the price per interest applicable to such Series set forth in the Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)].

Option Exercise. Optionee (a) Subject to the other terms and conditions set forth herein, the Founder hereby grants to the Optionholder an irrevocable option (an "OPTION") to purchase that number of shares of Buyer Common Stock set forth opposite the Founder's name on SCHEDULE I hereto (the "SHARES") at a cash purchase price equal to $2.50 per share (the "PURCHASE PRICE"). The Option may, on one occasion, be exercised by the Optionholder, in whole or in part, during the period commencing on the date of release of the Founder's shares of Buyer Common Stock from escrow pursuant to that certain Stock Escrow Agreement, dated as of August 24, 2004, by and among CMAC, the Founder, Continental Stock Transfer & Trust Company and the other persons listed therein, which escrow agreement was entered into in connection with CMAC's initial public offering, and ending at 5:00 p.m. (Eastern time) on the day that is ten (10) calendar days after the Optionholder receives notice of such escrow release pursuant to Section 3(c) of this Agreement (the "OPTION PERIOD"). Notwithstanding anything to the contrary herein, if the Founder fails to notify the Optionholder in accordance with Section 3(c) of this Agreement that the Shares have been released from escrow and the Optionholder otherwise becomes aware of such release, the Optionholder shall have the right, but not the obligationat its election, to exercise the Option at any time on or during the ten (10) calendar day period after the Effective Date and through date on which the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant Optionholder becomes aware of the Option as escrow release. (b) In the event of any change, after the date hereof. , in the number of issued and outstanding shares of Buyer Common Stock by reason of any stock dividend, stock split, split-up, recapitalization, reorganization or other change in the corporate or capital structure of CMAC or any successor thereof, both the number and/or kind of Shares subject to the Option and the Purchase Price shall be appropriately adjusted to restore the Optionholder to its rights hereunder. (c) In order the event the Optionholder wishes to exercise the OptionOption with respect to some or all of the Shares, Optionee the Optionholder shall deliver prior to the Option Expiration Date send a written notice of exercise to the Founder at any time during the Option Period (the “Exercise Notice”"EXERCISE NOTICE"), specifying a date for the closing of its purchase of the Shares to be purchased pursuant to the exercise of the Option, which date shall not be later than fifteen (15) to Optionor specifying Business Days and not earlier than five (5) Business Days following the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no fewer than [__] ([__]) days after the date of the Exercise Notice and no later than [__] ([__]) days after is given. For the end avoidance of doubt, provided the Option is duly exercised during the Option Period, such exercise shall be valid notwithstanding the fact that such specified closing date is to occur following the expiration of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] Dollars ($[_____]) by wire transfer to Optionor of immediately available funds, on the Closing Date. b. [To issue to Optionor pursuant to the Offering that number of Series Interests having a value equal to [_____] dollars ($[_____] USD) (the “Equity Value”), which number of Series Interests is calculated by dividing the Equity Value by the price per interest applicable to such Series set forth in the Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)].

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no fewer than [__] one ([__]1) days after the date of the Exercise Notice and no later than [__] one ([__]1) days after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] Two-Million-Three-Hundred-Seventy-Five Thousand Dollars ($[_____]2,375,000) by wire transfer to Optionor of immediately available funds, on the Closing DateDate less any Option Acquisition Payment (as defined below) paid to AJG, and less any Prepayment (as defined below) made per the conditions outlined in Schedule A hereto. b. [To ▇. ▇▇ issue to Optionor pursuant to the Offering that number of Series Interests having a value equal to [_____] dollars Ten-Million Dollars ($[_____] 10,000,000 USD) less any Option Acquisition Equity issued to AJG (the “Equity Value”), and subject to the Skull Adjustment (as defined in Schedule A), if any, which number of Series Interests is calculated by dividing the Equity Value by the price per interest applicable to such Series set forth in the Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, rounded down to the nearest share, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)].