Common use of Change in Control Event Clause in Contracts

Change in Control Event. (a) In the event of any Change-in-Control of any Member that is an entity (other than Columbia Care) (any such Member, an “Offending Member”), as the case may be, the other Members (the “Non-Offending Members”) shall have the option (the “CIC Purchase Option”) to purchase (up to their Percentage Interest determined with reference only to those Non-Offending Members) any or all of the Interests owned by such Offending Member at a price equal to one hundred percent (100%) of the fair market value of such Interests, as reasonably determined by the Board of Managers (the “CIC Purchase Price”). The Non-Offending Members may exercise the CIC Purchase Option by providing written notice of the exercise thereof (the “CIC Notice”) to such Offending Member within thirty (30) days after the Change-in-Control Event. If any Non-Offending Member fails to deliver a CIC Notice electing to purchase their respective portion of the Offending Member’s Interest, the Offending Member will give all other Non-Offending Members entitled to purchase such Interests a written notice identifying such additional Interests as are available for purchase and the Non-Offending Members may exercise such CIC Purchase Option within five (5) days after receipt of such notice. The CIC Purchase Price shall be payable by wire transfer of immediately available funds to an account designated by such Offending Member. The closing of the purchase and sale of such Interests shall occur prior to the expiration of the thirty (30) day period after receipt of the CIC Notice at the principal offices of the Company or at such other date and location as the Company and such Member may agree. At the closing, the Offending Member shall deliver to the Company such customary agreements, certificates, and/or instruments as the Company may reasonably request, duly executed, transferring title to such Interests to the Company, free and clear of all liens and encumbrances. (b) Immediately prior to a Change-in-Control or Public Offering of Columbia Care, Columbia Care may elect, by written notice to the Members, not later than twenty (20) calendar days prior to such Change-in-Control or Public Offering, to purchase all Interests in Company held by such Members in exchange for units of Columbia Care LLC. For the purposes of this Section 10.08(b), the valuation of Company Interests and that of the units of Columbia Care LLC, and the exchange ratio, shall be based on a fraction, (x) the numerator of which is equal to the Percentage Interest Value, and (y) the denominator of which is equal to the fair market value of Columbia Care LLC, in each case as determined in the sole discretion of the Board of Managers. Each Member shall promptly execute and deliver any and all instruments, agreements and documents, and take all such other actions, as reasonably required by the Columbia Care LLC or the Board of Managers in connection with this Section 10.08(b).

Change in Control Event. (a) In the event of any a Change-in-Control of any Member that is an entity exclusive of Columbia (other than Columbia Care) (any such Member, an the “Offending Member”), as the case may be, the other Members (the “Non-Offending Members”) shall have the option (the “CIC Purchase Option”) to purchase (up to their Percentage Interest Interests determined with reference only to those Non-Offending Members) any or all of the Interests owned by such Offending Member at a price equal to one hundred percent (100%) of the fair market value of such Interests, as reasonably determined by a nationally recognized appraiser or financial advisor selected by the Board of Managers Manager (the “CIC Purchase Price”). The Non-Offending Members may exercise the CIC Purchase Option by providing written notice of the exercise thereof (the “CIC Notice”) to such Offending Member within thirty (30) days after the Change-in-Control Eventevent. If any Non-Offending Member fails to deliver a CIC Notice electing to purchase their respective portion of the Offending Member’s Interest, the Offending Member will give all other Non-Offending Members entitled to purchase such Interests a written notice identifying such additional Interests as are available for purchase and the Non-Offending Members may exercise such CIC Purchase Option within five (5) days after receipt of such notice. The CIC Purchase Price shall be payable by wire transfer of immediately available funds to an account designated by such Offending Member. The closing of the purchase and sale of such Interests shall occur prior to the expiration of the thirty (30) day period after receipt of the CIC Notice at the principal offices of the Company or at such other date and location as the Company and such Member may agree. At the closing, the Offending Member shall deliver to the Company such customary agreements, certificates, and/or instruments as the Company may reasonably request, duly executed, transferring title to such Interests to the Company, free and clear of all liens and encumbrances. (b) Immediately prior to a Change-in-Control or Public Offering of Columbia Care, Columbia Care may elect, by written notice to the Members, not later than twenty (20) calendar days prior to such Change-in-Control or Public Offering, to purchase all Interests in Company held by such Members in exchange for units of Columbia Care LLC. For the purposes of this Section 10.08(b), the valuation of Company Interests and that of the units of Columbia Care LLC, and the exchange ratio, shall be based on a fraction, (x) the numerator of which is equal to the Percentage Interest Value, and (y) the denominator of which is equal to the fair market value of Columbia Care LLC, in each case as determined in the sole discretion of the Board of Managers. Each Member shall promptly execute and deliver any and all instruments, agreements and documents, and take all such other actions, as reasonably required by the Columbia Care LLC or the Board of Managers in connection with this Section 10.08(b).

Change in Control Event. (a) In the event of any a Change-in-Control of any Member that is an entity (other than Columbia Care) (any such Member, an the “Offending Member”), as the case may be, the other Members (the “Non-Offending Members”) ), if any, shall have the option (the “CIC Purchase Option”) to purchase (up to their Percentage Interest determined with reference only to those Non-Offending Members) any or all of the Interests owned by such Offending Member at a price equal to one hundred percent (100%) of the fair market value of such Interests, as reasonably determined by the Board of Managers a nationally recognized appraiser or financial advisor (the “CIC Purchase Price”). The Non-Offending Members may exercise the CIC Purchase Option by providing written notice of the exercise thereof (the “CIC Notice”) to such Offending Member within thirty (30) days after the Change-inChange -in-Control Event. If any Non-Offending Member fails to deliver a CIC Notice electing to purchase their respective portion of the Offending Member’s Interest, the Offending Member will give all other Non-Offending Members entitled to purchase such Interests a written notice identifying such additional Interests as are available for purchase and the Non-Non- Offending Members may exercise such CIC Purchase Option within five (5) days after receipt of such notice. The CIC Purchase Price shall be payable by wire transfer of immediately available funds to an account designated by such Offending Member. The closing of the purchase and sale of such Interests shall occur prior to the expiration of the thirty (30) day period after receipt of the CIC Notice at the principal offices of the Company or at such other date and location as the Company and such Member may agree. At the closing, the Offending Member shall deliver to the Company such customary agreements, certificates, certificates and/or instruments as the Company may reasonably request, duly executed, transferring title to such Interests to the Company, free and clear of all liens and encumbrances. (b) Immediately prior to a Change-in-Control or Public Offering of Columbia Care, Columbia Care may elect, by written notice to the Members, not later than twenty (20) calendar days prior to such Change-in-Control or Public Offering, to purchase all Interests in Company held by such Members in exchange for units of Columbia Care LLC. For the purposes of this Section 10.08(b), the valuation of Company Interests and that of the units of Columbia Care LLC, and the exchange ratio, shall be based on a fraction, (x) the numerator of which is equal to the Percentage Interest Value, and (y) the denominator of which is equal to the fair market value of Columbia Care LLC, in each case as determined in the sole discretion of the Board of Managers. Each Member shall promptly execute and deliver any and all instruments, agreements and documents, and take all such other actions, as reasonably required by the Columbia Care LLC or the Board of Managers in connection with this Section 10.08(b).

Change in Control Event. Notwithstanding any other provision to the contrary contained herein or in the Plan, (ai) In upon the event occurrence of a Change in Control Event (as defined in Exhibit A attached hereto), the portion of the Award, and the portion of any Changeother award of stock units previously granted by the Company to the Director, that is outstanding and unvested immediately prior to the Change in Control Event shall accelerate and become fully vested and nonforfeitable as of (or, as may be necessary to effectuate the purposes of this acceleration, immediately prior to) the date of the Change in Control Event; and (ii) if a Business Combination (as defined in Exhibit A hereto) that does not constitute a Change in Control Event occurs and, as a result of such Business Combination, the Director does not continue as a member of the Board (or as a member of the board of directors of the successor or resulting entity) immediately following such Business Combination (because he is removed or not re-in-Control elected to the Board, or resigns from the Board at the request of the Company or the holders of a majority of the Outstanding Company Voting Securities (as defined in Exhibit A hereto)), the portion of the Award, and the portion of any Member that is an entity other outstanding award of stock units previously granted by the Company to the Director (other than Columbia Care) (any such Membereach, an a “Offending MemberPrior Award”), that is outstanding and unvested immediately prior to such Business Combination shall accelerate and be vested and nonforfeitable as of (or, as may be necessary to effectuate the case may bepurposes of this acceleration, immediately prior to) the other Members date of such Business Combination with respect to (the “Non-Offending Members”x) shall have the option (the “CIC Purchase Option”) to purchase (up to their Percentage Interest determined with reference only to those Non-Offending Members) any or all of the Interests owned by such Offending Member at a price equal to one hundred percent (100%) of such portion if the fair market value of such Interests, as reasonably determined by Director has served on the Board of Managers (the “CIC Purchase Price”). The Non-Offending Members may exercise the CIC Purchase Option by providing written notice of the exercise thereof (the “CIC Notice”) to such Offending Member within thirty (30) days after the Change-in-Control Event. If any Non-Offending Member fails to deliver a CIC Notice electing to purchase their respective portion of the Offending Member’s Interest, the Offending Member will give all other Non-Offending Members entitled to purchase such Interests a written notice identifying such additional Interests as are available for purchase and the Non-Offending Members may exercise such CIC Purchase Option within at least five (5) days after receipt years as of the date of such notice. The CIC Purchase Price shall be payable by wire transfer of immediately available funds to an account designated by such Offending Member. The closing of the purchase and sale of such Interests shall occur prior to the expiration of the thirty (30) day period after receipt of the CIC Notice at the principal offices of the Company or at such other date and location as the Company and such Member may agree. At the closing, the Offending Member shall deliver to the Company such customary agreements, certificates, and/or instruments as the Company may reasonably request, duly executed, transferring title to such Interests to the Company, free and clear of all liens and encumbrances. (b) Immediately prior to a Change-in-Control or Public Offering of Columbia Care, Columbia Care may elect, by written notice to the Members, not later than twenty (20) calendar days prior to such Change-in-Control or Public Offering, to purchase all Interests in Company held by such Members in exchange for units of Columbia Care LLC. For the purposes of this Section 10.08(b), the valuation of Company Interests and that of the units of Columbia Care LLC, and the exchange ratio, shall be based on a fraction, (x) the numerator of which is equal to the Percentage Interest ValueBusiness Combination, and (y) fifty percent (50%) of such portion if the denominator Director has served on the Board for less than five (5) years as of which is equal the date of such Business Combination (and the portion of the Award that remains unvested after giving effect to this clause (y) shall terminate as provided in Section 8 or similar provision of any award agreement applicable to a Prior Award). This Section 3(b) amends each award agreement evidencing a Prior Award to effect the accelerated vesting of the Prior Award in the circumstances contemplated hereby. The other terms and conditions of such other award agreements continue in effect as to the fair market value of Columbia Care LLC, in each case as determined in the sole discretion of the Board of Managers. Each Member shall promptly execute and deliver any and all instruments, agreements and documents, and take all such other actions, as reasonably required by the Columbia Care LLC or the Board of Managers in connection with this Section 10.08(bPrior Awards.).

Change in Control Event. Notwithstanding any other provision to the contrary contained herein or in the Plan, (ai) In upon the event occurrence of a Change in Control Event (as defined in Exhibit A attached hereto), the portion of the Award, and the portion of any Changeother award of stock units previously granted by the Corporation to the Director, that is outstanding and unvested immediately prior to the Change in Control Event shall accelerate and become fully vested and nonforfeitable as of (or, as may be necessary to effectuate the purposes of this acceleration, immediately prior to) the date of the Change in Control Event; and (ii) if a Business Combination (as defined in Exhibit A hereto) that does not constitute a Change in Control Event occurs and, as a result of such Business Combination, the Director does not continue as a member of the Board (or as a member of the board of directors of the successor or resulting entity) immediately following such Business Combination (because he is removed or not re-in-Control elected to the Board, or resigns from the Board at the request of the Corporation or the holders of a majority of the Outstanding Company Voting Securities (as defined in Exhibit A hereto)), the portion of the Award, and the portion of any Member that is an entity other outstanding award of stock units previously granted by the Corporation to the Director (other than Columbia Care) (any such Membereach, an a “Offending MemberPrior Award”), that is outstanding and unvested immediately prior to such Business Combination shall accelerate and be vested and nonforfeitable as of (or, as may be necessary to effectuate the case may bepurposes of this acceleration, immediately prior to) the other Members date of such Business Combination with respect to (the “Non-Offending Members”x) shall have the option (the “CIC Purchase Option”) to purchase (up to their Percentage Interest determined with reference only to those Non-Offending Members) any or all of the Interests owned by such Offending Member at a price equal to one hundred percent (100%) of such portion if the fair market value of such Interests, as reasonably determined by Director has served on the Board of Managers (the “CIC Purchase Price”). The Non-Offending Members may exercise the CIC Purchase Option by providing written notice of the exercise thereof (the “CIC Notice”) to such Offending Member within thirty (30) days after the Change-in-Control Event. If any Non-Offending Member fails to deliver a CIC Notice electing to purchase their respective portion of the Offending Member’s Interest, the Offending Member will give all other Non-Offending Members entitled to purchase such Interests a written notice identifying such additional Interests as are available for purchase and the Non-Offending Members may exercise such CIC Purchase Option within at least five (5) days after receipt years as of the date of such notice. The CIC Purchase Price shall be payable by wire transfer of immediately available funds to an account designated by such Offending Member. The closing of the purchase and sale of such Interests shall occur prior to the expiration of the thirty (30) day period after receipt of the CIC Notice at the principal offices of the Company or at such other date and location as the Company and such Member may agree. At the closing, the Offending Member shall deliver to the Company such customary agreements, certificates, and/or instruments as the Company may reasonably request, duly executed, transferring title to such Interests to the Company, free and clear of all liens and encumbrances. (b) Immediately prior to a Change-in-Control or Public Offering of Columbia Care, Columbia Care may elect, by written notice to the Members, not later than twenty (20) calendar days prior to such Change-in-Control or Public Offering, to purchase all Interests in Company held by such Members in exchange for units of Columbia Care LLC. For the purposes of this Section 10.08(b), the valuation of Company Interests and that of the units of Columbia Care LLC, and the exchange ratio, shall be based on a fraction, (x) the numerator of which is equal to the Percentage Interest ValueBusiness Combination, and (y) fifty percent (50%) of such portion if the denominator Director has served on the Board for less than five (5) years as of which is equal the date of such Business Combination (and the portion of the Award that remains unvested after giving effect to this clause (y) shall terminate as provided in Section 8 or similar provision of any award agreement applicable to a Prior Award). This Section 3(b) amends each award agreement evidencing a Prior Award to effect the accelerated vesting of the Prior Award in the circumstances contemplated hereby. The other terms and conditions of such other award agreements continue in effect as to the fair market value of Columbia Care LLC, in each case as determined in the sole discretion of the Board of Managers. Each Member shall promptly execute and deliver any and all instruments, agreements and documents, and take all such other actions, as reasonably required by the Columbia Care LLC or the Board of Managers in connection with this Section 10.08(bPrior Awards.).

Change in Control Event. Notwithstanding any other provision to the contrary contained herein or in the Plan, (ai) In upon the event occurrence of a Change in Control Event (as defined in Exhibit A attached hereto), the portion of the Option, and the portion of any Changeother stock option previously granted by the Company to the Director, that is outstanding and unvested immediately prior to the Change in Control Event shall accelerate and become fully vested and exercisable as of (or, as may be necessary to effectuate the purposes of this acceleration, immediately prior to) the date of the Change in Control Event; and (ii) if a Business Combination (as defined in Exhibit A hereto) that does not constitute a Change in Control Event occurs and, as a result of such Business Combination, the Director does not continue as a member of the Board (or as a member of the board of directors of the successor or resulting entity) immediately following such Business Combination (because he is removed or not re-in-Control elected to the Board, or resigns from the Board at the request of the Company or the holders of a majority of the Outstanding Company Voting Securities (as defined in Exhibit A hereto)), the portion of the Option, and the portion of any Member that is an entity other outstanding stock option previously granted by the Company to the Director (other than Columbia Care) (any such Membereach, an a “Offending MemberPrior Option”), that is outstanding and unvested immediately prior to such Business Combination shall accelerate and be vested and exercisable as of (or, as may be necessary to effectuate the case may bepurposes of this acceleration, immediately prior to) the other Members date of such Business Combination with respect to (the “Non-Offending Members”x) shall have the option (the “CIC Purchase Option”) to purchase (up to their Percentage Interest determined with reference only to those Non-Offending Members) any or all of the Interests owned by such Offending Member at a price equal to one hundred percent (100%) of such portion if the fair market value of such Interests, as reasonably determined by Director has served on the Board of Managers (the “CIC Purchase Price”). The Non-Offending Members may exercise the CIC Purchase Option by providing written notice of the exercise thereof (the “CIC Notice”) to such Offending Member within thirty (30) days after the Change-in-Control Event. If any Non-Offending Member fails to deliver a CIC Notice electing to purchase their respective portion of the Offending Member’s Interest, the Offending Member will give all other Non-Offending Members entitled to purchase such Interests a written notice identifying such additional Interests as are available for purchase and the Non-Offending Members may exercise such CIC Purchase Option within at least five (5) days after receipt years as of the date of such notice. The CIC Purchase Price shall be payable by wire transfer of immediately available funds to an account designated by such Offending Member. The closing of the purchase and sale of such Interests shall occur prior to the expiration of the thirty (30) day period after receipt of the CIC Notice at the principal offices of the Company or at such other date and location as the Company and such Member may agree. At the closing, the Offending Member shall deliver to the Company such customary agreements, certificates, and/or instruments as the Company may reasonably request, duly executed, transferring title to such Interests to the Company, free and clear of all liens and encumbrances. (b) Immediately prior to a Change-in-Control or Public Offering of Columbia Care, Columbia Care may elect, by written notice to the Members, not later than twenty (20) calendar days prior to such Change-in-Control or Public Offering, to purchase all Interests in Company held by such Members in exchange for units of Columbia Care LLC. For the purposes of this Section 10.08(b), the valuation of Company Interests and that of the units of Columbia Care LLC, and the exchange ratio, shall be based on a fraction, (x) the numerator of which is equal to the Percentage Interest ValueBusiness Combination, and (y) fifty percent (50%) of such portion if the denominator of which is equal to Director has served on the fair market value of Columbia Care LLC, in each case Board for less than five (5) years as determined in the sole discretion of the Board date of Managerssuch Business Combination (and the portion of the Option that remains unvested after giving effect to this clause (y) shall terminate as provided in Section 4.2 or similar provision of any option agreement applicable to a Prior Option). Each Member shall promptly execute and deliver any and all instruments, agreements and documents, and take all such other actions, as reasonably required by the Columbia Care LLC or the Board of Managers in connection with this Section 10.08(b).This

Change in Control Event. (a) In the event of any a Change-in-Control of any Member that is an entity (other than Columbia Care) (any such Member, an the “Offending Member”), as the case may be, the other Members (the “Non-Offending Members”) shall have the option (the “CIC Purchase Option”) to purchase (up to their Percentage Interest determined with reference only to those Non-Offending Members) any or all of the Interests owned by such Offending Member at a price equal to one hundred percent (100%) of the fair market value of such Interests, as reasonably determined by the Board of Managers a nationally recognized appraiser or financial advisor (the “CIC Purchase Price”). The Non-Offending Members may exercise the CIC Purchase Option by providing written notice of the exercise thereof (the “CIC Notice”) to such Offending Member within thirty (30) days after the Change-in-Control Event. If any Non-Offending Member fails to deliver a CIC Notice electing to purchase their respective portion of the Offending Member’s Interest, the Offending Member will give all other Non-Offending Members entitled to purchase such Interests a written notice identifying such additional Interests as are available for purchase and the Non-Non- Offending Members may exercise such CIC Purchase Option within five (5) days after receipt of such notice. The CIC Purchase Price shall be payable by wire transfer of immediately available funds to an account designated by such Offending Member. The closing of the purchase and sale of such Interests shall occur prior to the expiration of the thirty (30) day period after receipt of the CIC Notice at the principal offices of the Company or at such other date and location as the Company and such Member may agree. At the closing, the Offending Member shall deliver to the Company such customary agreements, certificates, certificates and/or instruments as the Company may reasonably request, duly executed, transferring title to such Interests to the Company, free and clear of all liens and encumbrances. (b) Immediately prior to a Change-in-Control or Public Offering of Columbia Care, Columbia Care may elect, by written notice to the Members, not later than twenty (20) calendar days prior to such Change-in-Control or Public Offering, to purchase all Interests in Company held by such Members in exchange for units of Columbia Care LLC. For the purposes of this Section 10.08(b), the valuation of Company Interests and that of the units of Columbia Care LLC, and the exchange ratio, shall be based on a fraction, (x) the numerator of which is equal to the Percentage Interest Value, and (y) the denominator of which is equal to the fair market value of Columbia Care LLC, in each case as determined in the sole discretion of the Board of Managers. Each Member shall promptly execute and deliver any and all instruments, agreements and documents, and take all such other actions, as reasonably required by the Columbia Care LLC or the Board of Managers in connection with this Section 10.08(b).

Change in Control Event. (a) In the event of any Change-in-Control of any Member that is an entity (other than Columbia CareClass A Member) (any such Member, an “Offending Member”), as the case may be, the other Members (the “Non-Offending Members”) shall have the option (the “CIC Purchase Option”) to purchase (up to their Percentage Interest determined with reference only to those Non-Offending Members) any or all of the Interests owned by such Offending Member at a price equal to one hundred percent (100%) of the fair market value of such Interests, as reasonably determined by the Board of Managers (the “CIC Purchase Price”). The Non-Offending Members may exercise the CIC Purchase Option by providing written notice of the exercise thereof (the “CIC Notice”) to such Offending Member within thirty (30) days after the Change-in-Control Event. If any Non-Offending Member fails to deliver a CIC Notice electing to purchase their respective portion of the Offending Member’s Interest, the Offending Member will give all other Non-Offending Members entitled to purchase such Interests a written notice identifying such additional Interests as are available for purchase and the Non-Offending Members may exercise such CIC Purchase Option within five (5) days after receipt of such notice. The CIC Purchase Price shall be payable by wire transfer of immediately available funds to an account designated by such Offending MemberMember or in equity of Columbia Care Parent, at the discretion of the Non-Offedning Members. The closing of the purchase and sale of such Interests shall occur prior to the expiration of the thirty (30) day period after receipt of the CIC Notice at the principal offices of the Company or at such other date and location as the Company and such Member may agree. At the closing, the Offending Member shall deliver to the Company such customary agreements, certificates, and/or instruments as the Company may reasonably request, duly executed, transferring title to such Interests to the Company, free and clear of all liens and encumbrances. (b) Immediately prior to a Change-in-Control or Public Offering of Columbia CareControl, Columbia Care Class A Member may elect, by written notice to the Members, not later than twenty (20) calendar days prior to such Change-in-Control or Public OfferingControl, to purchase all Interests in Company held by such Members in exchange for units equity of Columbia Care LLC. Parent. (c) For the purposes of this Section 10.08(b10.09(a) and (b), the valuation of Company Interests and that of the units equity of Columbia Care LLCParent, and the exchange ratio, shall be based on a fraction, (x) the numerator of which is equal to the Percentage Interest Value, and (y) the denominator of which is equal to the fair market value of Columbia Care LLCParent, in each case as determined in the sole discretion of the Board of Managers. Each Member shall promptly execute and deliver any and all instruments, agreements and documents, and take all such other actions, as reasonably required by the Columbia Care LLC Parent or the Board of Managers in connection with this Section 10.08(b10.08(a) and (b).

Change in Control Event. Notwithstanding any other provision to the contrary contained herein or in the Plan, (ai) In upon the event occurrence of a Change in Control Event (as defined in Exhibit A attached hereto), the portion of the Option, and the portion of any Changeother stock option previously granted by the Corporation to the Director, that is outstanding and unvested immediately prior to the Change in Control Event shall accelerate and become fully vested and exercisable as of (or, as may be necessary to effectuate the purposes of this acceleration, immediately prior to) the date of the Change in Control Event; and (ii) if a Business Combination (as defined in Exhibit A hereto) that does not constitute a Change in Control Event occurs and, as a result of such Business Combination, the Director does not continue as a member of the Board (or as a member of the board of directors of the successor or resulting entity) immediately following such Business Combination (because he is removed or not re-in-Control elected to the Board, or resigns from the Board at the request of the Corporation or the holders of a majority of the Outstanding Company Voting Securities (as defined in Exhibit A hereto)), the portion of the Option, and the portion of any Member that is an entity other outstanding stock option previously granted by the Corporation to the Director (other than Columbia Care) (any such Membereach, an a “Offending MemberPrior Option”), that is outstanding and unvested immediately prior to such Business Combination shall accelerate and be vested and exercisable as of (or, as may be necessary to effectuate the case may bepurposes of this acceleration, immediately prior to) the other Members date of such Business Combination with respect to (the “Non-Offending Members”x) shall have the option (the “CIC Purchase Option”) to purchase (up to their Percentage Interest determined with reference only to those Non-Offending Members) any or all of the Interests owned by such Offending Member at a price equal to one hundred percent (100%) of such portion if the fair market value of such Interests, as reasonably determined by Director has served on the Board of Managers (the “CIC Purchase Price”). The Non-Offending Members may exercise the CIC Purchase Option by providing written notice of the exercise thereof (the “CIC Notice”) to such Offending Member within thirty (30) days after the Change-in-Control Event. If any Non-Offending Member fails to deliver a CIC Notice electing to purchase their respective portion of the Offending Member’s Interest, the Offending Member will give all other Non-Offending Members entitled to purchase such Interests a written notice identifying such additional Interests as are available for purchase and the Non-Offending Members may exercise such CIC Purchase Option within at least five (5) days after receipt years as of the date of such notice. The CIC Purchase Price shall be payable by wire transfer of immediately available funds to an account designated by such Offending Member. The closing of the purchase and sale of such Interests shall occur prior to the expiration of the thirty (30) day period after receipt of the CIC Notice at the principal offices of the Company or at such other date and location as the Company and such Member may agree. At the closing, the Offending Member shall deliver to the Company such customary agreements, certificates, and/or instruments as the Company may reasonably request, duly executed, transferring title to such Interests to the Company, free and clear of all liens and encumbrances. (b) Immediately prior to a Change-in-Control or Public Offering of Columbia Care, Columbia Care may elect, by written notice to the Members, not later than twenty (20) calendar days prior to such Change-in-Control or Public Offering, to purchase all Interests in Company held by such Members in exchange for units of Columbia Care LLC. For the purposes of this Section 10.08(b), the valuation of Company Interests and that of the units of Columbia Care LLC, and the exchange ratio, shall be based on a fraction, (x) the numerator of which is equal to the Percentage Interest ValueBusiness Combination, and (y) fifty percent (50%) of such portion if the denominator of which is equal to Director has served on the fair market value of Columbia Care LLC, in each case Board for less than five (5) years as determined in the sole discretion of the Board date of Managerssuch Business Combination (and the portion of the Option that remains unvested after giving effect to this clause (y) shall terminate as provided in Section 4.2 or similar provision of any option agreement applicable to a Prior Option). Each Member shall promptly execute and deliver any and all instruments, agreements and documents, and take all such other actions, as reasonably required by the Columbia Care LLC or the Board of Managers in connection with this Section 10.08(b).This