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 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 Date 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. ▇. ▇▇ issue to Optionor pursuant to the Offering that number of Series Interests having a value equal to 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”).

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 TwoThree-Million-ThreeOne-Hundred-SeventyTwenty-Five Thousand Dollars ($2,375,0003,125,000) by wire transfer to Optionor of immediately available funds, on the Closing Date 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. ▇. ▇▇ issue to Optionor pursuant to the Offering that number of Series Interests having a value equal to Ten-Million Million-Five Hundred Thousand Dollars ($10,000,000 10,500,000.00 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”).

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 Date 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 heretoDate. ▇. ▇▇ b. [To issue to Optionor pursuant to the Offering that number of Series Interests having a value equal to Ten-Million Dollars [_____] 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”)].

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 Two-Million-Three-Hundred-Seventy-Five the full Purchase Price (i.e. Three Hundred Thousand Dollars ($2,375,000300,000.00)) by wire transfer to Optionor of immediately available funds, on the Closing Date less any Option Acquisition Payment Date; provided, the full amount of the Purchase Price shall not be due to Optionor unless Optionee has (as defined belowi) paid to AJG, approved the Merchandise design and less any Prepayment (as defined belowii) made per the conditions fulfilled its obligations outlined in Schedule A hereto.Sections 3 and 4 of Exhibit A; ▇. ▇▇▇▇▇▇▇ issue to Optionor pursuant 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 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 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, 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 discretionOptionor’s designation, to be necessary and advisable (the “Procedures”)mutually agreed upon in good faith.

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 Two-Million-Three-Hundred-Seventy-Five Thousand Dollars ($2,375,000) by wire transfer to Optionor of immediately available funds, on the Closing Date 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. ▇. ▇▇ issue to Optionor pursuant to the Offering that : number of Series Interests having a mutually agreed upon by the Parties, the value equal to Ten-Million Dollars ($10,000,000 USD) less any Option Acquisition Equity issued to AJG of which (the “Equity Value”), ) shall be no greater than 30.00% of the total issued and subject outstanding Series Interests at the time of the Closing of the Offering immediately after giving effect to the Skull Adjustment (as defined issuance of the Series Interests to Optionor and all other investors in Schedule A)the Offering, if any, 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, 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”).

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 Two-Million-Three-Hundred-Seventy-Five Thousand Dollars ($2,375,000) by wire transfer to Optionor of immediately available funds, on the Closing Date 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. ▇. ▇▇ issue to Optionor pursuant to the Offering that : number of Series Interests having a mutually agreed upon by the Parties, the value equal to Ten-Million Dollars ($10,000,000 USD) less any Option Acquisition Equity issued to AJG 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, and unless otherwise agreed to in writing between the parties. The number of DocuSign Envelope ID: 12658ABA-632B-4F02-8C72-A588CBC7EF02 Series Interests (subject to the Skull Adjustment (as defined 30.00% threshold set forth in Schedule A), if any, which number of Series Interests is 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, 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”).

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 one (1) days after the date of the Option 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 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 Two-Million-Three-Hundred-Seventy-Five Thousand Dollars ($2,375,000) by wire transfer to Optionor of immediately available funds, on the Closing Date 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. ▇. ▇▇ issue to Optionor pursuant deliver to the Offering that number of Series Interests having a value equal to Ten-Million Dollars ($10,000,000 USD) less any Option Acquisition Equity issued to AJG (Investor Member the “Equity Value”), and subject to the Skull Adjustment (as defined in Schedule A)certificates or other applicable instruments, if any, which number representing such Option Units, free and clear of Series Interests is calculated by dividing all Liens, and (B) the Equity Value by Investor Member and 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, 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”)Transfer of such Option Units.

Option Exercise. (a) The Optionee shall have the right, but not the obligation, to may exercise the Option at any time by making the following cash payments to the Optionors, completing the following issuances of Shares to the Optionors, and completing the Expenditures set out below on or after before the relevant completion date or as otherwise indicated. For clarity, each Optionor shall be entitled to receive 50% of any cash payments or Share issuances required to be completed by the Optionee under this Section 2.2.: On signing of this agreement (the “Effective Date”) 5,000 Nil 5,000 (paid) (by December 31, 2018) On completion of the Optionee’s Initial Public Offering (“IPO”) and listing on the CSE or TSX-V Nil 30,000 70,000 (on or before completion of IPO) On or before the one-year anniversary of the Effective Date 10,000 60,000 Nil On or before the two-year anniversary of the Effective Date 20,000 120,000 Nil On or before the three-year anniversary of the Effective Date 40,000 240,000 100,000 (b) If the Optionee makes the cash payments and completes the share issuances in accordance with Section 2.2, or earlier as permitted by Section 2.4, it will send the Optionors an Option Exercise Notice within 30 days from the date of exercise of the Option, at which time it will be deemed to have exercised the Option and will have earned an undivided 100% interest in the Property, subject to the Royalty; (c) The Parties agree that any Expenditures incurred by the Optionee in any period in excess of the required amount shall be carried forward and applied against the subsequent period’s Expenditure requirement; (d) The Parties agree that Optionee may pay cash in lieu of any Expenditure obligation, provided that the Optionee complies with its obligations to maintain the Property in good standing under Section 4.3; (e) The Parties acknowledge and agree that this Agreement is an option only and except as specifically provided otherwise, unless the Option is exercised, nothing herein contained will be construed as obligating the Optionee to do any acts or make any payments except as set forth herein. For greater certainty, other than the cash payment and Expenditure requirements due on the Effective Date and through by December 31, 2018, respectively, the Option Expiration Date (Optionee is not required to make any further payments, issue any further Shares or incur any further Expenditures and any act or acts, or payment or payments as will be made hereunder will not be construed as obligating the “Option Period”)Optionee to do any further act or make any further payment. It If this Agreement 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 terminated prior to the Option Expiration Date a written notice of exercise (being exercised, then the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); providedOptionee will not be bound thereafter in debt, 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, damages or otherwise under this Agreement save and except as provided for in Section 7.2; and all payments theretofore paid by the Optionee will automatically become an agreement be retained by Optionor to sell the Optionors in consideration for entering into this Agreement and convey for 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, rights conferred on the Closing Date 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 heretoOptionee thereby. ▇. ▇▇ issue to Optionor pursuant to the Offering that number of Series Interests having a value equal to 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”).

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 TwoTwo Hundred and Forty-Million-Three-Hundred-Seventy-Five One Thousand Two hundred and Fifty Dollars ($2,375,000241,250) by wire transfer to Optionor of immediately available funds, on the Closing Date 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 heretoDate. ▇. ▇▇ issue to Optionor pursuant to the Offering that number of Series Interests having a value equal to Ten-Million Dollars Eighty Eight Thousand Seven Hundred and Fifty dollars ($10,000,000 88,750 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”).

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 Three Hundred Fifty Thousand Dollars ($2,375,000350,000.00) by wire transfer to Optionor of immediately available funds, on the Closing Date 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 heretoDate. ▇. ▇▇ issue to Optionor pursuant to the Offering that number of Series Interests having a value equal to Ten-Million Dollars zero dollars ($10,000,000 0.00 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”).