Exhibit 10.1


 


 


INVESTMENT AGREEMENT


 


by and among


 


OEG Attractions Holdings, LLC,


 


RHP Hotels, LLC,


 


RHP Hotel Properties, LP,


 


A-OEG Holdings, LLC,


 


Atairos Group, Inc.


 


and


 


Ryman Hospitality Properties, Inc. (for
the limited purpose set forth herein)


 





 



 


Dated as of April 4, 2022 


 





 



 


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	ARTICLE I
    DEFINITIONS	 	 	6
	 	 	 	 
	ARTICLE II
    SALE AND TRANSFER OF PURCHASED INTERESTS; CLOSING	 	 	23







		2.1	Sale and Transfer of Purchased Interests	23
		2.2	Purchase Price	23
		2.3	Closing.	23
		2.4	Closing Deliveries	24
		2.5	Pre-Closing Actions	25
		2.6	Closing Statement.	25
		2.7	Company Use of Proceeds	27
		2.8	Contingent Consideration.	28
		2.9	Block 21 Incremental Capital Contribution	31
		2.10	Withholding	31



 


	ARTICLE III
    REPRESENTATIONS AND WARRANTIES OF THE RHP PARTIES	 	 	31







		3.1	Organization and Good Standing	32
		3.2	Capitalization of the Company and OEG Subsidiaries.	32
		3.3	Authority	33
		3.4	No Conflict.	33
		3.5	Financial Statements; Undisclosed Liabilities.	34
		3.6	Taxes.	35
		3.7	Brokers and Finders’ Fees	37
		3.8	Absence of Changes	37
		3.9	Legal Compliance.	37
		3.10	Real Property.	38
		3.11	Litigation	40
		3.12	Labor and Employment Matters.	40
		3.13	Employee Benefits	41
		3.14	Intellectual Property.	43
		3.15	Contracts.	46
		3.16	Sufficiency of Assets	48
		3.17	Debt Commitment Letter; Senior Credit Facility Amendment.	49
		3.18	Material Suppliers.	49
		3.19	Insurance Coverage	50
		3.20	Affiliate Transactions	50
		3.21	Circle Media	50
		3.22	No Additional Representations and Warranties	51
		3.23	Non-Reliance	51



 


	ARTICLE IV
    REPRESENTATIONS AND WARRANTIES OF PURCHASER	 	 	51







		4.1	Organization and Good Standing	51
		4.2	Authority	51
		4.3	No Conflict	52



 






    


     


    

 


		4.4	Investment Purpose	52
		4.5	Availability of Funds	52
		4.6	Brokers and Finders’ Fees	53
		4.7	R&W Policy	53
		4.8	No Additional Representations and Warranties	53
		4.9	Non-Reliance	53



 


	ARTICLE V
    COVENANTS	 	 	54







		5.1	Conduct of Business.	54
		5.2	Acquisition Proposal	57
		5.3	Confidentiality	57
		5.4	Governmental Filings.	58
		5.5	Access to Information	58
		5.6	Reasonable Best Efforts	58
		5.7	Notification of Certain Matters	59
		5.8	Public Announcements	59
		5.9	Debt Financing; Senior Credit Facility Amendment; Senior Indentures	59
		5.10	Elimination of Intercompany Agreements; Termination of Related Party Agreements	61
		5.11	R&W Policy	62
		5.12	Releases.	62
		5.13	Sufficiency of Assets Covenant	63
		5.14	FCC Matters	63



 


	ARTICLE VI
    CONDITIONS TO CLOSING	 	 	63







		6.1	Mutual Conditions to Closing	63
		6.2	Conditions to Obligations of Purchaser and Purchaser Guarantor	64
		6.3	Conditions to Obligations of the RHP Parties	65



 


	ARTICLE VII
    TERMINATION	 	 	65







		7.1	Termination	65
		7.2	Effect of Termination	66



 


	ARTICLE VIII
    INDEMNIFICATION	 	 	67







		8.1	Survival	67
		8.2	Indemnification by Ryman Indemnifying Parties.	67
		8.3	Indemnification by Purchaser	69
		8.4	Third-Party Claim Procedures	69
		8.5	Direct Claim Procedures	70
		8.6	Certain Limitations on Indemnification	70
		8.7	Third Party Recoveries	70
		8.8	Exclusive Remedy	71
		8.9	Calculation of the Amount of Damages with respect to Taxes	71
		8.10	Characterization of Indemnification Payments	71



 


	ARTICLE IX
    TAX MATTERS	 	 	71







		9.1	Transfer Taxes	71
		9.2	Tax Treatment	71



 






    3


     


    

 


	ARTICLE X
    ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS	 	 	72







		10.1	Limitation on Warranties; No Reliance	72
		10.2	Expenses	72
		10.3	Waiver	72
		10.4	Notices	73
		10.5	Governing Law and Venue; Waiver of Jury Trial; Specific Performance.	73
		10.6	Further Assurances	75
		10.7	Entire Agreement and Modification	75
		10.8	Construction	75
		10.9	Severability	75
		10.10	Binding Effect; Assignment; Third-Party Beneficiaries	76
		10.11	Execution of Agreement; Counterparts	76
		10.12	Guarantees.	76
		10.13	No Recourse	76
		10.14	Representation; Attorney-Client Privilege.	77
		10.15	Debt Financing Matters	77



 


Exhibits


 


Exhibit A     Accounting
Principles


 


Exhibit B     Earnout
EBITDA Thresholds


 


Exhibit C     LLC
Agreement


 


Exhibit D     Services
Agreement


 


Exhibit E     Form of
Local Programming and Marketing Agreement


 


Exhibit F     Form of
Option Agreement


 


Exhibit G     R&W
Policy


 






    4


     


    

 



 


 


INVESTMENT AGREEMENT


 


This INVESTMENT AGREEMENT
(this “Agreement”), dated as of April 4, 2022, is by and among OEG Attractions Holdings, LLC (f/k/a RHP Operations
and Attractions Holdings, LLC), a Delaware limited liability company (the “Company”), RHP Hotels, LLC, a Delaware limited
liability company (the “RHP Member”), RHP Hotel Properties, LP, a Delaware limited partnership (the “RHP Operating
Partnership” and together with the Company and the RHP Member, the “RHP Parties”), A-OEG Holdings, LLC, a
Delaware limited liability company (“Purchaser”), and Atairos Group, Inc., a Cayman Islands exempted company (“Purchaser
Guarantor”), and solely for the limited purpose of Section 5.10, Section 5.12, Section 5.14,
Section 8.2(c) and Section 10.12(b) and for no other purpose, Ryman Hospitality Properties, Inc.,
a Delaware corporation and ultimate parent of the Company, the RHP Member and the RHP Operating Partnership (“Ultimate Parent”).


 


RECITALS


 


A.            Ultimate
Parent and certain direct and indirect Subsidiaries of Ultimate Parent have entered into that certain Agreement and Plan of Reorganization,
dated as of December 27, 2021, pursuant to which Ultimate Parent, among other things, reorganized the corporate structure of the
Company such that as of the date hereof, the OEG Subsidiaries are engaged in the OEG Business and not any other business of Ultimate Parent
(the “Reorganization”).


 


B.            As
of the date hereof, the RHP Member owns one hundred percent (100%) of the membership interests of the Company.


 


C.            The
Company is an obligor under (i) that certain Promissory Note, dated April 5, 2021, issued by the Company in favor of the RHP
Operating Partnership, with an aggregate initial principal amount of $509,000,000 (the “Intercompany Note”), which
may be increased in connection with any funding of the cash portion of the Block 21 Acquisition purchase price, and (ii) that certain
Intercompany Revolving Credit Agreement, dated as of April 1, 2022, by and between RHP Operating Partnership and the Company (the
 “Intercompany Revolver”), which reflects the rights and obligations of the RHP Operating Partnership and the Company
with respect to the matters discussed therein.


 


D.            Purchaser
desires to acquire and subscribe for, and the Company desires to issue and sell to Purchaser, 30,000 Class A Units of the Company
(collectively, the “Purchased Interests”), representing thirty percent (30%) of the membership interests of the Company,
as determined on a fully diluted basis as of the Closing Date.


 





E.            Substantially
concurrently with the issuance of the Purchased Interests, the Company expects to incur the Debt Financing (as defined below).


 


F.            The
Company desires to use the proceeds from the issuance of the Purchased Interests and the Debt Financing to (i) repay and extinguish
all intercompany amounts, including under the Intercompany Note and the Intercompany Revolver and (ii) distribute any remaining proceeds
to the RHP Member in respect of its Class A Units in the Company.


 






     


     


    

 


G.            On
or prior to the date hereof, and as a condition to the willingness of Purchaser and Purchaser Guarantor to enter into this Agreement,
RHP Operating Partnership and the other parties thereto have executed the Senior Credit Facility Amendment.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties, intended to be legally bound, hereby agree
as follows:


 


ARTICLE I

DEFINITIONS


 


For purposes of this Agreement,
the following terms have the meanings specified in this Article I.


 


“Accounting Principles”
means the accounting policies, practices, methodologies, procedures, estimated techniques, management judgments and accounting line classifications
set forth on Exhibit A.


 


“Acquisition Proposal”
means any proposal, offer or indication of interest, whether or not in writing, from any Person or Persons (other than Purchaser or any
of its Subsidiaries or Affiliates) relating to (i) any acquisition or purchase, in one or more transactions, of material assets or
liabilities (including equity securities of any OEG Subsidiary) of the OEG Business, or any class of equity securities of the Company,
or (ii) any merger, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture,
share exchange or similar transaction involving the Company or any of the OEG Subsidiaries, in each case, pursuant to which any Person
or the stockholders of any Person (other than the Persons owning securities of the Company on the date hereof and other than Ultimate
Parent and its Subsidiaries) would directly or indirectly own securities of the Company.


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such first Person, and “control” means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities,
by contract or otherwise.


 


“Aggregate Closing
Proceeds” means (i) the Estimated Purchase Price, plus (ii) the amount of the Debt Financing, plus (iii) the
Company Pre-Closing Cash, minus (iv) the Balance Sheet Cash Amount, minus (v) the Estimated Company Transaction
Expenses, plus (vi) the Purchaser Expense Sharing Amount.


 


“Ancillary Agreements”
means the LLC Agreement, the Services Agreement, the Corporate Office Lease, the Field Shop Lease, the Cumberland Depot Lease, the Parking
Lot Lease, agreements in connection with the WSM Arrangement and all other agreements, documents and instruments executed or to be executed
or delivered pursuant hereto or in connection herewith.


 


“Base Amount”
means (i) if the Block 21 Acquisition has closed as of the Closing and the Urban Outfitters Buy Out (as defined in the Block 21 PSA)
(x) has been consummated prior to the closing of the Block 21 Acquisition, $1,415,000,000 or (y) has not been consummated prior
to the closing of the Block 21 Acquisition, $1,410,000,000, and (ii) if the Block 21 Acquisition has not closed as of the Closing,
$1,172,400,635.


 






    6


     


    

 


“Balance Sheet Cash
Amount” means $10,000,000.


 


“Block 21”
means Block 21, a mixed-use entertainment, lodging, office and retail complex located in Austin, Texas.


 


“Block 21 Acquisition”
means the acquisition of Block 21 pursuant to the Block 21 Purchase Agreement for a purchase price of approximately $260,000,000, in the
aggregate, including the assumption of existing mortgage indebtedness.


 


“Block 21
Closing Payment” means the sum of (i) the aggregate cash payment pursuant to Section 5.03(a) of the Block
21 PSA, (ii) $15,000,000, and (iii) an amount equal to the Earnest Money (as defined in the Block 21 PSA) as of the date
hereof and without giving effect to any amendment to the Block 21 PSA after the date hereof, except for amendments consented to by
Purchaser pursuant to Section 5.1.


 


“Block 21 Equity
Value Adjustment Amount” means $32,400,635.


 


“Block 21 Bank Accounts,
Paneling and PIP Reserve” means (i) if the Block 21 Acquisition has closed prior to the Closing, the sum of the following
amounts: (a) the aggregate cash amount actually funded and paid by Ultimate Parent and/or its applicable Affiliate prior to the Closing
in respect of the funding of the hotel operating account for the Block 21 W Hotel; (b) the aggregate cash amount actually funded
and paid by Ultimate Parent and/or its applicable Affiliate prior to the Closing in respect of the funding of the venue operating account;
(c) the aggregate cash amount actually funded and paid by Ultimate Parent and/or its applicable Affiliate prior to the Closing in
respect of the funding of the borrower operating account; (d) the aggregate cash amount actually funded and paid by Ultimate Parent
and/or its applicable Affiliate prior to the Closing in respect of the funding of the property improvement plan; (e) the aggregate
cash amount actually funded and paid by Ultimate Parent and/or its applicable Affiliate prior to the Closing in respect of the replacement
of the aluminum composite paneling at the Block 21 W Hotel; (f) the aggregate cash amount actually funded and paid by Ultimate Parent
and/or its applicable Affiliate prior to the Closing in respect of the funding of other reserve amounts required in connection with the
Block 21 Acquisition and (g) the aggregate cash amount for legal and professional fees incurred and paid by Ultimate Parent and/or
its applicable Affiliates in connection with the Block 21 Acquisition, but specifically excluding any legal and professional fees incurred
and previously paid by Ultimate Parent and/or its applicable Affiliates in connection with the previously terminated acquisition of Block
21; provided that if the aggregate amount under this clause (i) exceeds $45,000,000, clause (i) shall be deemed to be
$45,000,000, or (ii) if the Block 21 Acquisition has not closed prior to the Closing, $0.00.


 


“Block 21 Incremental
Capital Contribution” means the product of (i) thirty percent (30%) and (ii) (a) the difference between the Block
21 Closing Payment and the Block 21 Equity Value Adjustment Amount, plus (b) the Block 21 Bank Accounts, Paneling and PIP
Reserve.


 


“Block 21 Purchase
Agreement” means (i) that certain Membership Interest Purchase Agreement, dated October 26, 2021, by and among an
Affiliate of Stratus Properties, Inc. and Ultimate Parent, and (ii) that certain Purchase and Sale Agreement, dated October 26,
2021 (“Block 21 PSA”), by and among an Affiliate of Stratus Properties, Inc. and Ultimate Parent, in each case,
as assigned by Ultimate Parent to the Company or a Subsidiary of the Company that will be an OEG Subsidiary.


 






    7


     


    

 


“Block 21 Service
Company” means Block 21 Service Company LLC, a Texas limited liability company.


 


“Business Day”
means a day except a Saturday, a Sunday or other day on which the commercial banks in New York, New York are authorized or required by
Legal Requirements to be closed.


 


“Cash”
means all cash, cash equivalents, marketable securities of the Company and the OEG Subsidiaries, including checks and other wire transfers,
credit card receivables, ACH transactions and drafts deposited or available for the account of the Company or OEG Subsidiaries, as applicable,
and deposits in transit, to the extent deposits in transit are removed from accounts receivable and there is no double counting between
Cash and Closing Net Working Capital (net of issued but uncleared checks, wire transfers and drafts of the Company and OEG Subsidiaries),
and (i) inclusive of FF&E escrows of the Company (other than FF&E escrows associated with the Block 21 Acquisition) and surety
bond arrangements, and (ii) excluding (x) any cash deposits with respect to real property leased by the Company and any OEG
Subsidiaries, (y) any cash and cash equivalents associated with the Block 21 Acquisition, other than cash and cash equivalents of
the Block 21 Service Company, and (z) the Block 21 Bank Accounts, Paneling and PIP Reserve, in each case, calculated in accordance
with the Accounting Principles.


 


“Class A Unit”
shall have the meaning ascribed to such term in the LLC Agreement.


 


“Closing Cash”
means the amount of Cash of the Company and the OEG Subsidiaries outstanding as of the Closing, determined after giving effect to the
transactions contemplated by this Agreement (including the repayment or extinguishment of the Intercompany Note and the Intercompany Revolver
pursuant to Section 2.7, the payment of the Purchaser Expense Sharing Amount, the payment of all amounts at the Closing that
would constitute Company Transaction Expenses if not paid at the Closing, and the making of the Distribution). For the avoidance of doubt,
Closing Cash can be a negative amount; provided that if Closing Cash exceeds $30,000,000, Closing Cash shall be deemed to be $30,000,000.
Closing Cash shall not include Cash from Circle Media, LLC f/k/a New Country Ventures, LLC (“Circle”).


 


“Closing
Indebtedness” means the aggregate amount of all Indebtedness of the OEG Subsidiaries and the Company (excluding Company
Transaction Expenses) as of the Closing, determined after giving effect to the transactions contemplated by this Agreement
(including the repayment or extinguishment of the Intercompany Note and the Intercompany Revolver pursuant to Section 2.7
and the incurrence of the Debt Financing and, if the Block 21 Acquisition has closed prior to the Closing, the assumption of
Indebtedness in connection with the Block 21 Acquisition). Notwithstanding the foregoing, Closing Indebtedness does not include any
liabilities actually taken into account in Closing Net Working Capital. Closing Indebtedness shall not include any Indebtedness of
Circle.


 






    8


     


    

 


“Closing Net Working
Capital” means, without duplication for amounts included in Closing Cash, Closing Indebtedness and Company Transaction Expenses,
(i) the current assets of the OEG Subsidiaries and the Company (other than Cash, cash in respect of the Earnest Money (as defined
in the Block 21 PSA), and any income Tax assets or deferred Tax assets), minus (ii) the current liabilities, including any
long-term deferred revenue and escheatment liabilities, of the OEG Subsidiaries and the Company (other than Indebtedness, any income Tax
liabilities or deferred Tax liabilities and Company Transaction Expenses); provided that, if current deferred revenue for purposes
of this clause (ii) is less than $21,000,000, such current deferred revenue shall be deemed to be $21,000,000 for purposes of determining
Closing Net Working Capital, in each case, calculated and prepared in accordance with the Accounting Principles, and determined as of
the Closing, after giving effect to the transactions contemplated by this Agreement. Closing Net Working Capital (i) shall not include
any assets or liabilities of Circle and (ii) if the Block 21 Acquisition has been consummated prior to the Closing, shall include
the current assets and current liabilities of the Block 21 Service Company, but not the current assets and current liabilities of any
other Person acquired in connection with the Block 21 Acquisition.


 


“Closing Net Working
Capital Adjustment” means (i) the Closing Net Working Capital, minus (ii) the Target Net Working Capital (which
amount may be a positive or negative number).


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Collective Bargaining
Agreement” means any legally binding agreement, memorandum of understanding or other contractual obligation between the Company
or any OEG Subsidiary and any Union representing Company Employees.


 


“Company Approvals”
means, any consent, license, permit, approval, waiver or authorization or Order of, filings with or any notification to any third Person
or Governmental Body required as a result of the transactions contemplated by this Agreement or any of the Ancillary Agreements.


 


“Company Pre-Closing
Cash” means the amount of Cash of the Company and its Subsidiaries outstanding as of immediately prior to the Closing, determined
without giving effect to the transactions contemplated by this Agreement (including the repayment of all or any portion of the Intercompany
Note and the Intercompany Revolver pursuant to Section 2.7 and the making of the Distribution).


 


“Company Disclosure
Letter” means the disclosure letter delivered by the Company to Purchaser and Purchaser Guarantor immediately prior to the execution
and delivery of this Agreement.


 


“Company
Employee” means any employee who, as of any relevant time is an employee of the Company or any OEG Subsidiary.


 






    9


     


    

 


“Company Intellectual
Property” means any and all Intellectual Property that is owned, licensed, or Used by the Company or any OEG Subsidiary, including
any and all (i) Company-Owned Intellectual Property and (ii) IP Licenses.


 


“Company-Owned Intellectual
Property” means any and all Intellectual Property, including Scheduled Intellectual Property, that is owned by (or purported
to be owned by) the Company or any OEG Subsidiary.


 


“Company
Transaction Expenses” means, to the extent unpaid as of the Closing, determined after giving effect to the transactions
contemplated by this Agreement, (i) all fees and expenses incurred or payable by or on behalf of the Company or the OEG
Subsidiaries in connection with the negotiation, execution and delivery of this Agreement and the Ancillary Agreements (including
the Financing Fees) and the consummation of the transactions contemplated hereby and thereby; (ii) all fees and expenses
incurred by the Company or the OEG Subsidiaries in connection with the negotiation of any similar transaction considered in
alternative to such transactions, including any attorneys’ fees, investment banker fees, any fees or expenses incurred or
payable in connection with the termination of any Related Party Agreements or intercompany balances required to be terminated
pursuant to this Agreement; (iii) any retention, change of control, transaction, discretionary bonus, termination or similar
bonuses, compensation and/or severance payments or similar payments or benefits, in each case, incurred or payable by the Company or
any OEG Subsidiary in connection with the transactions contemplated hereby (including the employer portion of any payroll, social
security, unemployment, or similar Taxes related thereto); (iv) any assignment, change in control, or similar fees payable
under the express terms of any Contract as a result of the execution of this Agreement or the Ancillary Agreements, or the
consummation of the transactions contemplated hereby or thereby; (v) one hundred percent (100%) of the premium and other costs
of procuring the R&W Policy; (vi) all fees and expenses incurred by the Company and the OEG Subsidiaries in connection with
the Block 21 Acquisition (including any fees and expenses that would constitute a Company Transaction Expense if the references to
the transactions contemplated hereby instead referred to the Block 21 Acquisition and the references to this Agreement instead
referred to the Block 21 Purchase Agreement and any other agreements related to the Block 21 Acquisition); and (vii) other
amounts expressly identified herein as a Company Transaction Expense. For the avoidance of doubt, in no event shall Company
Transaction Expenses be deemed to include any fees or expenses incurred by (i) Purchaser or Purchaser Guarantor or their
respective Affiliates to any of their financial advisors, attorneys, accountants, advisors, consultants or other representatives or
financing sources or (ii) Ultimate Parent and its Subsidiaries (other than the Company and the OEG Subsidiaries) to any of the
Ultimate Parent’s or its Subsidiaries’ (other than the Company and the OEG Subsidiaries) financial advisors, attorneys,
accountants, advisors, consultants or other representatives or financing sources, including the brokers fees referred to in Section 3.7.


 


“Competition Law”
shall mean any Legal Requirement that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of
monopolization or restraint of trade or lessening of competition.


 


“Contract”
means any agreement, contract, note, bond, loan, instrument, debenture, mortgage, indenture, deed of trust, license, sublicense, lease,
sublease or obligation.


 






    10


     


    

 


“Corporate Office
Lease” means the lease to be entered into by RHP Corporate Properties, LLC, a Delaware limited liability, as landlord, and Ryman
Corporate Properties, LLC, a Delaware limited liability, as tenant, relating to the Owned Real Property located at One Gaylord Drive,
Nashville, Tennessee.


 


“Covered
Taxes” means, without duplication, any (i) Taxes of any Person (other than the Company or any OEG Subsidiary) for
which the Company or any OEG Subsidiary is liable because the Company or any OEG Subsidiary was prior to Closing a member of an affiliated,
consolidated, combined, unitary or other Tax group (other than a group of which the Company or any OEG Subsidiary is or was the parent),
(ii) any Reorganization Taxes, and (iii) any Taxes attributable to the lodging business conducted by the Operating Partnership
and its Subsidiaries, limited, in each case, to Taxes that are payable in cash after taking into account any Tax attribute (including
any net operating loss) attributable to a Tax period ending on or prior to the Closing Date and, with respect to Reorganization Taxes,
for a Tax period in which any of the transactions comprising the Reorganization occurred.


 


“COVID-19”
means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.


 


“COVID-19 Tax Measure”
means any applicable Legal Requirement enacted or issued by any Governmental Body with respect to any Tax matter in response to COVID-19
(including the Coronavirus Aid, Relief, and Economic Security Act) and any regulations, Order, or other administrative authority issued
pursuant to any such applicable Legal Requirement or otherwise issued with respect to any Tax matter in response to COVID-19.


 


“Cumberland Depot
Lease” means the sublease agreement to be entered into by Opryland Attractions, LLC, a Delaware limited liability company, as
landlord, and Cumberland Depot, LLC, a Delaware limited liability company, as tenant, relating to the Owned Real Property located at 575
Opry Mills Drive, Nashville, Tennessee.


 


“Current Income Taxes”
means the amount, which shall be no less than zero, of any accrued and unpaid Income Tax liabilities of the Company and the OEG Subsidiaries
for a Tax period (or portion thereof) ending on or prior to the Closing Date, calculated (i) in a manner consistent with past practice
and the Valuation Report, (ii) as of the end of the Closing Date assuming the Tax year of the Company and each Company Subsidiary
ended on such date, (iii) taking into account any Tax refunds, estimated Tax payments, overpayments, or other Tax attributes (including,
for the avoidance of doubt, any net operating losses), in each case, to the extent such refunds, payments, overpayments or other attributes
actually reduce cash Taxes payable for such period.


 


“Debt Commitment
Letter” means the commitment letter dated as of April 4, 2022, between OEG Borrower, LLC (a direct subsidiary of OEG Finance,
LLC) and the Financing Sources party thereto (including all related exhibits, schedules, annexes, supplements and term sheets thereto,
and including any related fee letters).


 


“Debt Financing”
means the debt financing contemplated by the Debt Commitment Letter.


 






    11


     


    

 


“Deferred
COVID-19 Taxes” payroll and other similar employment Taxes payable by the Company and the OEG Subsidiaries after the
Closing Date which would have been payable by the Company or the OEG Subsidiaries on or prior to the Closing Date but for the
deferral of such Taxes pursuant to any COVID-19 Tax Measure.


 


“Earnout Adjustment
Amount” means a number of Class A Units equal to (i) (A) the Earnout Amount, divided by (B) the sum
of (x) the Base Amount, (y) the Final Adjustment Amount and (z) $100,000,000; multiplied by (ii) the total
number of Units of the Company outstanding as of immediately after giving effect to the Closing.


 


“Earnout Amount”
means $30,000,000.


 


“Earnout Audited
Financial Statements” means, for each Earnout Year, the audited, consolidated balance sheet of the Company and the OEG Subsidiaries
as of December 31 of such Earnout Year and the related statements of income and cash flows of the Company and the OEG Subsidiaries
for such Earnout Year.


 


“Earnout
EBITDA” means the following for the applicable Earnout Year:


 


The
Company’s consolidated net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation
and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment
write-downs of depreciated property and of investments in unconsolidated Affiliates caused by a decrease in the value of depreciated property
or the Affiliate, and adjustments to reflect the Company’s share of EBITDAre of unconsolidated Affiliates, shall be equal to the
Company’s “EBITDAre” for such applicable Earnout Year.


 


Adjusted EBITDAre shall then
be calculated as the Company’s EBITDAre, plus to the extent the following adjustments (each of which, for the avoidance of
doubt, can be a positive or negative number) occurred during the periods presented (and solely to the extent such adjustments are not
already captured in the Company’s EBITDAre calculation):


 


		(i)	Preopening costs (with the add back for preopening costs limited to direct costs and costs allocated using
an activity-based costing methodology);



 


		(ii)	Non-cash lease expense;



 


		(iii)	Equity-based compensation expense;



 


		(iv)	Impairment charges that were not calculated in EBITDAre above;



 


		(v)	Credit losses on held-to-maturity securities;



 


		(vi)	Any transaction costs of acquisitions consummated or unconsummated (with the add back with respect to
transaction costs of acquisitions limited to third-party costs and direct, “hard” costs (e.g., travel, but not allocations
of time);



 






    12


     


    

 


		(vii)	Loss on extinguishment of indebtedness;



 


		(viii)	Pension settlement charges;



 


		(ix)	Pro rata adjusted EBITDAre from unconsolidated joint ventures;



 


		(x)	Pro rata adjusted EBITDAre for non-controlling interests in consolidated joint ventures; and



 


		(xi)	Any other adjustments identified below.



 


The following shall apply
to the calculation of the Company’s EBITDAre: interest expense shall be added back to net income net of interest income, and income
tax expense shall be added back to net income net of income tax benefits, and sponsorship revenue shall be accounted for in a manner consistent
with the Company’s audited financial statements for the year ended December 31, 2020.


 


The following will apply to
the (or are additional) adjustments to the Company’s EBITDAre to calculate Adjusted EBITDAre:


 


		(i)	Add back one-time gains and losses not captured in EBITDAre definition above;



 


		(ii)	Add back amounts attributable to business disruption due to disasters including (x) earthquake, flooding,
hurricane, tornado or other weather-related damage, (y) fire, arson, acts of war, sabotage or terrorism that results in damage to,
or materially restricts the use of, any property of Ultimate Parent and its Subsidiaries, or (z) pandemic, epidemic or disease (other
than any existing known variants of COVID-19 as of the date of this Agreement), net of any insurance recoveries. Normalization adjustment
for “lost” Adjusted EBITDAre to be based on the latest unaffected forecast presented to the Board (as defined in the LLC Agreement),
or if not available, the comparable prior-year Adjusted EBITDAre (for the comparable last twelve (12) month period);









 


		(iii)	Add back amounts attributable to business disruption (e.g., closure, reduced capacity, and/or extraordinary/one-time
costs) due to a planned major addition to or major renovation a venue of the Company or any of its Subsidiaries, which is approved by
the Board and was not already included in the projection model provided to the Investor Member (as defined in the LLC Agreement) in connection
with the negotiation of this Agreement (the “Projection Model”). Normalization adjustment for “lost” EBITDAre
to be based on the latest unaffected forecast presented to the Board prior to the calculation of Earnout EBITDA, or if not available,
the comparable prior-year Adjusted EBITDAre;



 


		(iv)	Add pro forma adjustment so that the full trailing twelve (12)-month Adjusted EBITDAre of any acquisition
target of any closed asset acquisition, stock acquisition, merger or any other form of business combination by which a Person or business
becomes a Subsidiary of, or part of, the Company or any of its Subsidiaries (“M&A”) is reflected; provided,
however, that M&A not contemplated in the Projection Model will be disregarded (consistent with the First EBITDA Threshold
or Second EBITDA Threshold, as applicable);



 






    13


     


    

 


		(v)	The aggregate net addbacks to EBITDAre to calculate Adjusted EBITDAre (excluding (i) the trailing
twelve (12)-month M&A impact addition, (ii) any add-backs of non-cash charges and/or losses, (iii) pro rata adjusted EBITDAre
from unconsolidated joint ventures (which for the avoidance of doubt, can be a positive or negative number), and (iv) pro rata Adjusted
EBITDAre related to non-controlling interests in consolidated joint ventures) shall be limited to thirty-percent (30%) of EBITDAre, calculated
prior to giving effect to the aggregate net adjustments; and



 


		(vi)	For the avoidance of doubt, the aggregate amount of actual capital expenditures will not result in any
adjustments to EBITDAre or the First EBITDA Threshold or Second EBITDA Threshold, as applicable, regardless of whether such amount is
greater than or less than the amounts contemplated in the Projection Model.



 


“Earnout Year”
means, as applicable, the 12-month period ending December 31, 2023 or 2024.


 


“Employee Plan”
means any (i) “employee benefit plan” as defined in Section 3(3) of ERISA, (ii) employment, consulting,
severance, termination protection, change in control, transaction bonus, retention or similar plan, agreement, arrangement, program or
policy or (iii) other plan, agreement, arrangement, program or policy providing for bonuses, profit-sharing, equity or equity-based
compensation or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangement),
medical, dental, vision, prescription or fringe benefits, life insurance, relocation or expatriate benefits, perquisites, disability or
sick leave benefits, employee assistance program, workers’ compensation, supplemental unemployment benefits or post-employment or
retirement benefits (including pension, health, medical or insurance benefits), in each case whether or not written (x) that is sponsored,
maintained, administered, contributed to or entered into by Ultimate Parent or any of its Subsidiaries (including the Company and the
OEG Subsidiaries) for the current or future benefit of any current or former Company Employee or (y) for which the Company or any
OEG Subsidiary has any direct or indirect liability. For the avoidance of doubt, a Collective Bargaining Agreement shall constitute an
agreement for purposes of clauses (ii) and (iii).


 


“Equity Interests”
means (a) any shares, interests, participations or other equivalents (however designated) of capital stock of a corporation; (b) any
ownership interests in a Person other than a corporation, including membership interests, capital stock, partnership interests, joint
venture interests and beneficial interests (whether equity or voting interests); and (c) any profits interests, warrants, options,
stock appreciation rights, phantom equity interests, convertible or exchangeable securities, subscriptions, rights (including any preemption,
redemption, repurchase or similar rights), calls, puts, rights of first offer, rights of first refusal or other rights to purchase or
acquire any of the foregoing.


 






    14


     


    

 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and any rules or regulations promulgated thereunder.


 





“ERISA Affiliate”
with respect to an entity means any other entity that, together with such first entity, would be treated as a single employer under Section 414
of the Code.


 


“Estimated Adjustment
Amount” means Estimated Closing Cash, plus the Estimated Closing Net Working Capital Adjustment, minus Estimated
Closing Indebtedness, minus Estimated Company Transaction Expenses, plus the Estimated Block 21 Bank Accounts, Paneling
and PIP Reserve Amount.


 


“Estimated Block
21 Bank Accounts, Paneling and PIP Reserve Amount” means the Company’s good faith estimate of Block 21 Bank Accounts,
Paneling and PIP Reserve as set forth on the Estimated Closing Statement.


 


“Estimated Closing
Cash” means the Company’s good faith estimate of Closing Cash as set forth on the Estimated Closing Statement.


 


“Estimated Closing
Indebtedness” means the Company’s good faith estimate of the Closing Indebtedness as set forth on the Estimated Closing
Statement.


 


“Estimated Closing
Net Working Capital Adjustment” means the Company’s good faith estimate of the Closing Net Working Capital Adjustment
as set forth on the Estimated Closing Statement.


 


“Estimated Company
Transaction Expenses” means the Company’s good faith estimate of Company Transaction Expenses as set forth on the Estimated
Closing Statement.


 


“Estimated Purchase
Price” means an amount equal to the product of (i) thirty percent (30%) and (ii) an amount equal to the sum of the
Base Amount and the Estimated Adjustment Amount.


 


“Federal Communications Laws”
means the Communications Act of 1934, as amended, and the rules, regulations and written policies of the FCC promulgated pursuant thereto,
as the same may be amended from time to time.


 


“Field Shop Lease”
means the sublease agreement to be entered into by the RHP Member, as landlord, and Grand Ole Opry, LLC, a Delaware limited liability
company, as tenant, relating to the merchandise warehouse and field shop at 721 Opry Mills Drive, Nashville, Tennessee.


 


“Final Adjustment
Amount” means Final Closing Cash, plus Final Closing Net Working Capital Adjustment, minus Final Closing Indebtedness,
minus Final Company Transaction Expenses, plus the Final Block 21 Bank Accounts, Paneling and PIP Reserve Amount.


 


“Financing Fees”
means (i) the fees, costs, and expenses incurred by the Company or any OEG Subsidiaries in connection with the Debt Financing, (ii) the
fees, costs and expenses incurred by Purchaser and its Affiliates in connection with the Debt Financing and (iii) any fees, costs,
and expenses incurred by the Company or any OEG Subsidiaries, Ultimate Parent or RHP Operating Partnership in connection with the Senior
Credit Facility Amendment and the receipt of the certificates and instruments contemplated by Section 6.2(g) in respect
of the Senior Indenture.


 






    15


     


    

 


“Financing Sources”
means the third party financial institutions providing the financing pursuant to the Debt Commitment Letter, their Affiliates and their
respective directors, officers, agents, consultants, employees, attorneys and representatives, and their successors and assigns in such
capacity.


 


“First
EBITDA Threshold” has the meaning set forth in Exhibit B.


 


“Fraud”
means actual, not constructive, fraud under Delaware Legal Requirements with regard to the representations and warranties set forth in
this Agreement (as qualified by the Company Disclosure Letter), which involves a knowing and intentional misrepresentation of such representations
or a knowing and intentional concealment of facts with respect to such representations, with the intent of inducing any other Person to
enter into this Agreement upon which such other Person has relied (as opposed to any fraud claim based on constructive knowledge, recklessness,
negligent misrepresentation or a similar theory based on negligence or recklessness).


 


“Fundamental Representations”
means the representations and warranties in Sections 3.1, 3.2, 3.3, 3.4(a)(i), 3.7 and 3.23.


 


“GAAP”
means United States generally accepted accounting principles and practices.


 


“Governmental Body”
means any federal, state or local court, tribunal, administrative or regulatory department, agency or commission, arbitral or judicial
body, or other governmental or administrative authority, domestic or foreign.





 


“Income Taxes”
means any Tax imposed on or determined with reference to net income or profit.


 


“Indebtedness”
of any Person means, without duplication, (a) indebtedness of such Person for borrowed money, whether current, short-term, secured
or unsecured; (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person
is responsible or liable; (c) all liabilities of such Person issued or assumed as the deferred purchase price of assets, property,
goods or services (other than trade payables, accruals or similar liabilities incurred in the ordinary course of business), all conditional
sale obligations of such Person and all obligations of such Person under any title retention agreement; (d) any unpaid earn-out obligations,
deferred purchase price consideration, hold-backs or seller notes, (e) any liabilities for outstanding equity-based compensation
that are required to be settled in cash, (f) accrued and unpaid severance obligations, (g) Current Income Taxes, (h) Deferred
COVID-19 Taxes, (i) any liabilities of such Person with respect to interest rate or currency swaps, collars, caps and similar hedging
obligations, (j) any liabilities of such Person in respect of any lease of (or other arrangement conveying the right to use) real
or personal property, or a combination thereof, which liabilities are required to be classified and accounted for under the Accounting
Principles as capital leases, (k) any liabilities of such Person under any performance bond or letter of credit and or any bank overdrafts
and similar charges, in each case, to the extent drawn or called, (l) any declared but unpaid dividends or other distributions payable,
(m) if the Block 21 Acquisition has closed prior to the Closing, any indebtedness resulting from the Block 21 Acquisition that is
not the type referred to in clauses (a) through (l), (n) all liabilities of the type referred to in clauses (a) through
(i) of any Persons the payment for which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety
or otherwise (including under any “keep well” or similar arrangement), in each case, to the extent called upon, and (o) all
obligations of the type referred to in clauses (a) through (i) of other Persons secured by any Lien on any property or
asset of such Person (whether or not such obligation is assumed by such Person); provided, however, “Indebtedness” shall not
include (x) liabilities of such Person in respect of any operating or lease obligations (other than capital leases), or (y) any
liabilities of such Person under any letters of credit, performance bonds, bankers’ acceptances, indemnities or similar obligations
to the extent not drawn or payable. Indebtedness shall include (i) accrued interest and (ii) any pre-payment penalties, “breakage
costs,” redemption fees, costs and expenses or premiums and other amounts owing pursuant to the instruments evidencing Indebtedness
(excluding, in each case, any such amounts owing in respect of the Debt Financing).


 






    16


     


    

 


“Intellectual Property”
means any and all worldwide intellectual property and similar proprietary rights, including any and all (a) patents (including utility,
model, and design patents and certificates of invention, together with all additions, continuations, continuations-in-part, divisionals,
renewals, reissues, extensions, revisions, reexaminations and substitutions, thereof) and inventions, whether patentable or not, and whether
reduced to practice or not; (b) writings and other works (whether copyrightable or not), copyrights (whether or not registered),
including all derivative works, renewals, extensions, reversions or restorations associated with such copyright, regardless of the medium
of fixation or means of expression; (c) software, including computer programs, operating systems, applications, software, firmware,
tools, data files, databases, graphics, schematics, interfaces, architecture, file formats, routines, algorithms, routing engines, and
any and all specifications and enhancements related thereto and all copyrights therein, whether operational, or under development, including
all object code, source code, data files, rules, databases (including any and all libraries and collections of data), compilations, tool
sets, applets, compilers, assemblers, higher level or proprietary languages, definitions or methodology derived from the foregoing and
any derivations, updates, enhancements and customization of any of the foregoing, operating procedures, technical manuals, user manuals
and other documentation and materials related to or embodying any of the foregoing or on which any of the foregoing is recorded, whether
in machine-readable form, programming language or any other language or symbols (“Software”); (d) any moral rights;
(e) mask works; (f) trademarks, service marks, logos, designs, commercial symbols, trade names, brand names, trade dress, corporate
names, rights of publicity and other source indicators (whether or not registered), and all goodwill related thereto (“Trademarks”);
(g) domain names, Internet addresses and other computer identifiers, social media identifiers and accounts, web sites, URLs,
web pages, unique phone numbers, registrations for any of the foregoing and similar rights and items; (h) confidential and proprietary
information, including trade secrets, know-how, business rules, data analytic techniques and methodologies, formulae, ideas, concepts,
discoveries, innovations, improvements, results, reports, information and data, research, laboratory and programmer notebooks, methods,
procedures, proprietary technology, operating and maintenance manuals, engineering and other drawings and sketches, customer lists, member
lists, supplier lists, channel partner lists, pricing information, cost information, business manufacturing and production processes and
techniques, business and marketing plans, designs, specifications, and blueprints; (i) other intellectual property and proprietary
rights in any form or medium known or later devised; (j) copies and tangible embodiments of the foregoing and rights to sue or recover
and retain damages, costs and attorneys’ fees for past, present and future infringement, misappropriation or other violation associated
with any of the foregoing; and (k) registrations and applications (including provisional applications), renewals, reissues, and extensions
for any of the foregoing.


 









    17


     


    

 


“Investment Transfer
Taxes” means all Transfer Taxes resulting solely from the sale and issuance of the Purchased Interest by Company to the Purchaser
(for the avoidance of doubt, other than Reorganization Taxes).


 


“IP
Licenses” means (i) all licenses, sublicenses, covenants not to sue and other Contracts pursuant to which the Company
or any OEG Subsidiary is authorized to Use or is granted any license or other rights with respect to any Company Intellectual Property
(collectively, “In-Bound IP Licenses”); and (ii) all licenses, sublicenses, covenants not to sue and other Contracts
pursuant to which any Person is authorized to Use or is granted a license or any other rights to any Company-Owned Intellectual Property
(collectively, the “Out-Bound IP Licenses”).


 


“Knowledge”
means, with respect to the Company, the actual knowledge after reasonable inquiry, of Colin V. Reed, Mark Fioravanti, Scott Bailey, Scott
Lynn or Grant Jarnigan, and, with respect to Purchaser, the actual knowledge, after reasonable inquiry, of Alexander Evans or Jackson
Phillips; provided, however, that the inclusion of an individual in this definition shall not result in such individual incurring
any personal liability for any representation or warranty in which “knowledge” is used, or otherwise under this Agreement.


 


“Legal Requirement”
means any United States, federal, state or local or any foreign law (in each case, statutory, common or otherwise), constitution, treaty,
convention, Order, ordinance, code, rule, statute, regulation (domestic or foreign) or other similar requirement enacted, issued, adopted,
promulgated, entered into or applied by a Governmental Body.


 


“Liens”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), easement, option to
purchase, right of first refusal, license or other security interest of any kind or nature whatsoever.


 


“LLC Agreement”
means the Amended and Restated Limited Liability Company Agreement, by and among RHP Member, the Company and Purchaser, the form of which
is attached hereto as Exhibit C.


 


“Material Adverse
Tax Law Change” shall mean an actual or proposed amendment, modification, addition or change in or to the provisions, or any
judicial or official administrative interpretation (including any official interpretation by the IRS), of U.S. federal income tax law
as in effect on the date hereof, the effect of which could reasonably be expected to cause the Ultimate Parent to fail to meet any requirement
for qualification and taxation as a real estate investment trust under the Code or otherwise become subject to any material U.S. federal
Tax liability pursuant to Section 857 of the Code, in each case, as a result of the transactions contemplated by this Agreement,
which amendment, modification, addition or change shall have been enacted, promulgated, released, issued or proposed on or after the date
hereof and on or prior to the Closing Date.


 






    18


     


    

 


“OEG
Business” means the business, operations, assets and activities of the “Entertainment” segment of Ultimate Parent
and its Subsidiaries as of the Closing Date (as such segment is identified and presented in the Financial Statements) (specifically
excluding any business conducted by the Company or any OEG Subsidiary transferred in connection with the Reorganization), including, the
Grand Ole Opry, the Ryman Auditorium, WSM-AM (subject to the WSM Arrangement), Ole Red, Opry Productions, the Wildhorse Saloon, the General
Jackson Showboat, Opry NextStage, Circle and, following the consummation of the Block 21 Acquisition, Block 21.


 


“OEG Subsidiary”
means any Person that is a Subsidiary of the Company.


 


“Order”
means any order, writ, injunction, decree, judgment, award, injunction, settlement or stipulation issued, promulgated, made, rendered
or entered into by or with any Governmental Body (in each case, whether temporary, preliminary or permanent).


 


“Outside Date”
has the meaning set forth in Section 7.1(b).


 


“Parking Lot Lease”
means the sublease agreement to be entered into by RHP Operations OH, LLC, a Delaware limited liability company, as landlord, and Grand
Ole Opry, LLC, a Delaware limited liability company, as tenant, relating to the real property being utilized as overflow parking for patrons
of the Grand Ole Opry and customers of Opry Mills Mall.


 


“Permits”
means any licenses, registrations, franchises, qualifications, approvals, authorizations, consents, permits or certificates of a Governmental
Body.


 


“Permitted
Liens” means, collectively: (a) Liens set forth in Section 1.1 of the Company Disclosure Letter or noted
in the Financial Statements; (b) Liens for Taxes, assessments, and other governmental charges that are not yet due and payable,
or the validity of which is being contested in good faith by appropriate proceedings for which reserves with respect thereto are
maintained on the Company’s books in accordance with GAAP; (c) Liens arising under original purchase price conditional
sales contracts and equipment leases with third parties; (d) easements, covenants, conditions, restrictions, declarations,
encumbrances, rights-of-way and encroachments of record; (e) zoning, building, entitlement, land use or other governmentally
established restrictions or encumbrances regulating the use or occupancy of any real property or the activities conducted thereon
which are imposed by any Governmental Body which are not violated by the current use or occupancy of such real property or the
operation of the OEG Business and which would not reasonably be expected to materially impair the continued use and operation of
such real property, as presently conducted; (f) pledges or deposits to secure obligations under workers or unemployment
compensation Legal Requirements or similar Legal Requirements or to secure public or statutory obligations;
(g) mechanic’s, materialman’s, supplier’s, vendor’s, landlord’s or similar statutory Liens
arising or incurred in the ordinary course of business securing amounts that are not yet due and payable or the validity of which is
being contested in good faith by appropriate proceedings; (h) other imperfections of title, licenses, or encumbrances, if any,
that do not materially impair the continued use and operation of the assets to which they relate in the conduct of the OEG Business
as presently conducted; (i) non-exclusive Out-Bound IP Licenses granted in the ordinary course of the OEG Business; and
(j) all matters of record affecting any real property that would be shown on current surveys of the real property, revealed by
physical inspection of the real property, or reflected in any printed exceptions as would otherwise appear on a title insurance
policy; and (k) Liens, individually or in the aggregate, that do not and would not reasonably be expected to materially
interfere with the OEG Business.


 






    19


     


    

 


“Person”
means any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.


 


“Proceeding”
means any claim, suit, action, proceeding, arbitration, mediation, audit, hearing, inquiry or, to the knowledge of the Person in question,
investigation (in each case, whether civil, criminal, administrative, investigative, formal or informal) in each case commenced, brought,
conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.


 


“Purchaser Expense
Sharing Amount” means an amount equal to the sum of (i) thirty percent (30%) of the Financing Fees referred to in clauses
(i), (ii) and (iii) of the definition of Financing Fees and (ii) fifty percent (50%) of the premiums and other costs of
procuring the R&W Policy.


 


“Purchaser Fundamental
Representations” means the representations and warranties in Sections 4.1, 4.2, 4.3, 4.5, 4.6
and 4.9.


 


“Purchaser Material
Adverse Effect” means, with respect to Purchaser or Purchaser Guarantor, any change, event, effect, development or occurrence,
or circumstance that, individually or in the aggregate, would prevent, materially delay or materially impede the performance by such party
of its obligations under this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.


 


“Reorganization Taxes”
means any Taxes attributable to, resulting from, or arising out of or in connection with the Reorganization.


 


“Second
EBITDA Threshold” has the meaning set forth in Exhibit B.


 


“Securities Act”
means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.


 


“Senior Credit Facility
Amendment” means that certain Amendment No. 5 to Sixth Amended and Restated Credit Agreement among RHP Operating Partnership,
as borrower, Ultimate Parent, the Subsidiaries of Ultimate Parent party thereto as guarantors and pledgors, Wells Fargo Bank, National
Association, as administrative agent, and the lenders party thereto (the “Senior Credit Facility”).


 


“Senior Indentures”
means (i) that certain Indenture dated as of February 17, 2021 in respect of 4.500% Senior Notes due 2029 among RHP Operating
Partnership, RHP Finance Corporation, Ultimate Parent, the other guarantors party thereto and U.S. Bank National Association, as Trustee,
and (ii) that certain Indenture dated as of September 19, 2021 in respect of 4.750% Senior Notes due 2027 among RHP Operating
Partnership, RHP Finance Corporation, Ultimate Parent, the other guarantors party thereto and U.S. Bank National Association, as Trustee.


 






    20


     


    

 


“Services Agreement”
means the Services Agreement, by and among Ultimate Parent (solely as guarantor), the Company, OEG Borrower, LLC, and RHP Hotel Properties,
LP, the form of which is attached hereto as Exhibit D.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one
or more of the other Subsidiaries of that Person or a combination thereof, (ii) if a partnership, association or other business entity,
a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (iii) that would be required
to be consolidated in such party’s financial statements under GAAP as adopted (whether or not yet effective) in the United States.
For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, association or other business
entity if such Person is allocated a majority of the gains or losses of such partnership association or other business entity or is or
controls the managing director, managing member or general partner (or equivalent) of such partnership, association or other business
entity.


 


“Target Net Working
Capital” means $(24,000,000) (a negative number).


 


“Tax” means
any and all taxes of any kind, including, but not limited to, federal, state, local or foreign income (including taxes or other charges
based upon, measured by, or otherwise related to income), gross receipts, license, payroll, employment, excise, severance, escheat, stamp,
occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security,
unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.


 


“Tax Authority”
shall mean any Governmental Body responsible for the imposition, assessment or collection of any Tax.


 


“Tax Return”
means any return, declaration, report, statement, information statement, and other documentation (including any related or supporting
information or schedule) filed or required to be filed with respect to Taxes, including any supplement, amendment or claim for refund
thereof.


 


“Tax Sharing Agreement”
means any agreement providing for the sharing, allocation, or indemnification of Taxes (other than pursuant to any commercial Contract
the primary purpose of which does not relate to Taxes entered into in the ordinary course of business). 


 






    21


     


    

 


“Transaction
Material Adverse Effect” means any change, event, effect, development or occurrence, or circumstance, that individually or
in the aggregate, (a) has had, would have or would reasonably be expected to have, a material adverse effect on the financial
condition, business, assets, or results of operations of the Company and the OEG Subsidiaries, taken as a whole or (b) would
prevent, materially delay or materially impede the performance by any RHP Party (or any Affiliate thereof) of its respective
obligations hereunder or under any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.
Notwithstanding the foregoing, in the case of the foregoing clause (a), none of the following shall be deemed (individually or in
the aggregate) to constitute, and none of the following shall constitute or be taken into account in determining whether there has
been, a Transaction Material Adverse Effect to the extent that such change, event, effect, development or occurrence or circumstance
results from, arises out of, or relates to: (i) changes occurring in economic or political conditions or the credit, financial,
banking, currency or capital markets in general, in each case in the United States or any foreign jurisdiction; (ii) changes
occurring generally in, or generally affecting, the industries or the markets in which the Company, including the OEG Subsidiaries,
conducts the OEG Business; (iii) changes resulting from the negotiation, announcement, execution, pendency or performance of
this Agreement or the transactions contemplated hereby, including the effect of any of the foregoing on the relationship with,
employees, customers, suppliers, distributors, financing sources, joint venture partners, licensors, licensees or others having
relationships with the Company and its Affiliates; (iv) changes resulting from the taking of any action required or expressly
contemplated by this Agreement (other than actions described in clause (1) and (2) of Section 5.1(a)) or
consented to by Purchaser in writing; (v) changes resulting from changes in Legal Requirements or Orders, or accounting
requirements or principles (including GAAP), or any interpretation thereof, after the date hereof; (vi) changes in geopolitical
conditions, the outbreak or escalation of hostilities, any acts of war, sabotage or terrorism, or any escalation or worsening of any
such acts of war, sabotage or terrorism threatened or underway as of the date of this Agreement; (vii) changes in the credit
rating of Ultimate Parent and its Subsidiaries, including the Company or any of the OEG Subsidiaries, to the extent attributable to
the expected consummation of the transactions contemplated by this Agreement (provided, however, that this clause (vii) will
not prevent a determination that any change, event, development, occurrence or circumstance underlying any such change (to the
extent not otherwise excluded pursuant to the other exceptions in this definition) has resulted in a Transaction Material Adverse
Effect); (viii) changes resulting from any hurricane, earthquake, flood or other natural disasters or acts of God;
(ix) changes resulting from any epidemic, pandemic or disease outbreak (including COVID-19), or any Legal Requirement,
directive, pronouncement or guideline issued by a Governmental Body, the Centers for Disease Control and Prevention, the World
Health Organization or industry group providing for business closures, “sheltering-in-place,” curfews or other
restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including COVID-19); (x) changes
resulting from any failure of the Company to meet financial forecasts, projections or estimates (provided that this clause
(x) shall not prevent a determination that any change or effect underlying such failure to meet projections or forecasts has
resulted in a Transaction Material Adverse Effect), or (xi) the failure to consummate the Block 21 Acquisition (provided,
however, that this clause (xi) will not prevent a determination that any change, event, development, occurrence or circumstance
underlying any such failure (to the extent not otherwise excluded pursuant to the other exceptions in this definition) has resulted
in a Transaction Material Adverse Effect), except, with respect to clauses (i), (ii), (v), (vi) or (viii), to the extent that
such change, event, effect, development or occurrence, or circumstance has a disproportionately adverse effect on the Company and
the OEG Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company or the OEG Business
operates.


 


“Transfer Taxes”
means transfer, documentary, sales, use, registration, property or real property transfer or gains tax, stamp duty, excise tax, stock
transfer tax, recording, and conveyancing, and other similar Taxes, duties levies, charges and fees, including any related penalties,
interest or other additions with respect thereto (for the avoidance of doubt, not including any income Taxes or withholding Taxes).


 






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“Use” or
 “Used” means to use, make, have made, develop, market, sell, offer to sell, import, transfer, practice, license (or
sublicense), transmit, broadcast, reproduce, perform, display, modify, create derivative works based upon, distribute (electronically
or otherwise), and disclose or otherwise exploit.


 


“Valuation Report”
means the valuation report from Kroll Real Estate Advisory Group, dated as of February 17, 2022.


 


“WSM Arrangement”
means, collectively, (i) the transfer immediately prior to the Closing of (x) an authorization issued by the Federal Communications
Commission (“FCC”) to operate a radio station WSM-AM and (y) relevant assets of WSM-AM (or a new Subsidiary owning
such assets) from an OEG Subsidiary to a Subsidiary of Ultimate Parent in which the Company holds no direct or indirect ownership interest
(the “WSM Licensee”), (ii) the entry into and the performance of a Local Programming and Marketing Agreement between
the applicable OEG Subsidiary and WSM Licensee substantially in the form set forth on Exhibit E (“LMA”),
(iii) the entry into an Option Agreement between the applicable OEG Subsidiary and the WSM Licensee substantially in the form set
forth in Exhibit F (“Option Agreement”), and (iv) the taking of any additional action, including,
but not limited to, making any filing with, and obtaining any required prior approval of, the FCC and entering into any other agreement
or executing any other documentation to effectuate the foregoing.


 


Other terms are as defined
in this Agreement.


 


ARTICLE II

SALE AND TRANSFER OF PURCHASED INTERESTS; CLOSING


 


2.1           Sale
and Transfer of Purchased Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company
shall issue and sell the Purchased Interests to Purchaser, and Purchaser hereby subscribes for and shall purchase the Purchased Interests
from the Company.


 


2.2           Purchase
Price. The aggregate consideration for the purchase of Purchased Interests shall be an amount equal to the product of (a) thirty
percent (30%) and (b) an amount equal to the sum of (i) the Base Amount and (ii) the Final Adjustment Amount (the “Purchase
Price”), as the Purchase Price may be subsequently increased by the payment of the Earnout Amount in accordance with Section 2.8.


 


2.3           Closing.


 


(a)            Closing
of Sale of Purchased Interests. The closing of the transactions contemplated by this Agreement, including the purchase and sale of
the Purchased Interests (the “Closing”), will take place at the offices of Bass, Berry & Sims PLC, 150 Third
Avenue South, Suite 2800, Nashville, Tennessee, 37201 at 10:00 a.m. (Central Time) no later than the third Business Day following
the day on which the conditions set forth in Article VI have been satisfied or, to the extent permissible, waived by the
party or parties entitled to the benefit of such conditions (other than those conditions that, by their nature, may only be satisfied
at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at or prior to the Closing)
or at such other time and day as the parties may mutually agree (such date that the Closing is to occur, the “Closing Date”).


 






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(b)            Debt
Financing. Subject to the satisfaction or waiver of each of the conditions to the Debt Financing, as set forth in the Debt Commitment
Letter, the Company and RHP Operating Partnership shall use their reasonable best efforts to consummate the Debt Financing substantially
concurrently with the Closing.


 


2.4           Closing
Deliveries. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:


 


(a)            the
Company shall deliver or cause to be delivered to Purchaser:


 


(i)            the
LLC Agreement, duly executed by the RHP Member, the Company and Ultimate Parent;


 


(ii)            a
copy of the Services Agreement, duly executed by Ultimate Parent, RHP Operating Partnership, the Company and OEG Borrower, LLC;


 


(iii)           a
copy of the Corporate Office Lease, duly executed by RHP Corporate Properties, LLC and Ryman Corporate Properties, LLC;


 


(iv)          a
copy of the Field Shop Lease, duly executed by the RHP Member and Grand Ole Opry, LLC;


 


(v)           a
copy of the Cumberland Depot Lease, duly executed by Opryland Attractions, LLC and Cumberland Depot, LLC;


 


(vi)          a
copy of the Parking Lot Lease, duly executed by RHP Operations OH, LLC and Grand Ole Opry, LLC; and


 


(vii)         the
LMA and Option Agreement, duly executed by the WSM Licensee and Grand Ole Opry, LLC.


 


(b)           Purchaser
shall deliver or cause to be delivered to the Company:


 


(i)            the
Estimated Purchase Price by wire transfer of immediately available funds to an account designated by the Company;


 


(ii)           the
LLC Agreement, duly executed by Purchaser; and


 


(iii)            an
amount equal to the Purchaser Expense Sharing Amount; provided that the Company shall notify Purchaser of the amount set forth
in clause (i) of the definition of the Purchaser Expense Sharing Amount at the time the Estimated Closing Statement is delivered.


 






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(c)            For
purposes of this Agreement, the parties agree that at the Closing the following payments will be made in the following order (all of
which shall be deemed to occur at the Closing): (i) the payment to the Company of the Purchaser Expense Sharing Amount by Purchaser,
(ii) the payment to the Company of the Debt Financing by the applicable Financing Sources, (iii) the payment by the Company
of all amounts that would constitute Company Transaction Expenses to the extent unpaid as of the Closing, (iv) the payment to the
Company of the Estimated Purchase Price by Purchaser, (v) the repayment or extinguishment of the intercompany accounts owed by the
Company or any of the OEG Subsidiaries to the Ultimate Parent or any of its Subsidiaries (other than the Company and the OEG Subsidiaries),
including the Intercompany Note and the Intercompany Revolver pursuant to Section 2.7, and (vi) to the extent any funds
are remaining thereafter, the making of the Distribution by the Company to the RHP Member.


 


2.5            Pre-Closing
Actions. No later than five Business Days prior to the Closing Date, the Company shall deliver, or cause to be delivered, to
Purchaser a statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the
Estimated Closing Net Working Capital Adjustment, (ii) Estimated Closing Indebtedness, (iii) Estimated Block 21 Bank
Accounts, Paneling and PIP Reserve Amount, (iv) Estimated Closing Cash, (v) Estimated Company Transaction Expenses and
(vi) using the amounts set forth in the preceding clauses (i)-(v), the Company’s good faith estimate of the Estimated
Purchase Price, together with reasonably detailed supporting or underlying documentation as may be reasonably requested by Purchaser
(subject, if applicable, to providing such assurances, releases, indemnities or other agreements as accountants may customarily
require in such circumstances). The Company shall consider in good faith any comments made by Purchaser with respect to the
calculations set forth on the Estimated Closing Statement and, to the extent the Company agrees to any such comments, incorporate
the same into the Estimated Closing Statement. The acceptance by Purchaser of the Estimated Closing Statement, shall not limit or
otherwise affect Purchaser’s remedies under this Agreement, including Purchaser’s right to include such changes or other
changes in the Closing Statement, or constitute an acknowledgement by Purchaser of the accuracy of the Estimated Closing Net
Working Capital Adjustment, Estimated Closing Indebtedness, Estimated Block 21 Bank Accounts, Paneling and PIP Reserve Amount,
Estimated Closing Cash, Estimated Company Transaction Expenses or the resulting Estimated Purchase Price.


 


2.6            Closing
Statement.


 


(a)            As
promptly as practicable, but no later than 90 days following the Closing Date, the Company shall prepare and deliver, or cause to be
prepared and delivered, to Purchaser a statement (the “Closing Statement”) setting forth in reasonable detail (i) the
Company’s calculation of the Closing Net Working Capital Adjustment, (ii) the Company’s calculation of the Closing Indebtedness,
(iii) the Company’s calculation of the Block 21 Bank Accounts, Paneling and PIP Reserve, (iv) the Company’s calculation
of Closing Cash, (v) the Company’s calculation of Company Transaction Expenses and (vi) using the amounts set forth in
the foregoing clauses (i)-(v), the Company’s calculation of the Purchase Price.


 


(b)            Objections
Statement. Within 45 days after Purchaser’s receipt of the Closing Statement, Purchaser shall deliver, or cause to be delivered,
to the Company and the RHP Member a written statement either accepting the Closing Statement or specifying any objections thereto in
reasonable detail (an “Objections Statement”), which objections shall be limited to mathematical errors and calculations
or determinations of amounts not in accordance with this Agreement. If Purchaser does not deliver, or cause to be delivered, an Objections
Statement within such 45-day period, then the Closing Statement shall become final and binding upon all parties hereto; and any matter
set forth in the Closing Statement that is not objected to by Purchaser in the Objections Statement shall become final and binding upon
all parties hereto.


 






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(c)            Dispute
Resolution. If an Objections Statement is delivered within the applicable 45-day period specified by Section 2.6(b),
then Purchaser and RHP Member shall negotiate in good faith for 15 days following the receipt of such Objections Statement to resolve
such objections. Any such objections that Purchaser and RHP Member are unable to resolve during such 15-day period is referred to as
a “Dispute”. After such 15-day period, any matter set forth in the Objections Statement that is not a Dispute shall
become final and binding upon all parties hereto based on the resolution of such matter as agreed by RHP Member and Purchaser. If Purchaser
and RHP Member are unable to resolve all objections during such 15-day period, then any Disputes, and only such Disputes, shall be resolved
by KPMG International Cooperative (or if KPMG International Cooperative is unwilling to serve in this capacity, then to another nationally
recognized certified public accounting firm upon which the RHP Member and Purchaser shall reasonably agree) (the “Accounting
Firm”). If Disputes are submitted to the Accounting Firm for resolution, (A) Purchaser and the RHP Member will cooperate
with the Accounting Firm during term of its engagement; (B) Purchaser and the RHP Member shall furnish or cause to be furnished
to the Accounting Firm such work papers and other documents and information relating to the Disputes as the Accounting Firm (subject
to reasonable confidentiality restrictions and providing such assurances, releases, indemnities or other agreements as accountants may
customarily require in such circumstances) may request and that are available to that party or its agents and shall be afforded the opportunity
to present to the Accounting Firm any material relating to the Disputes and to discuss the Disputes with the Accounting Firm (provided,
that Purchaser and the RHP Member shall not, and shall each cause its representatives not to, engage in any ex parte communications with
the Accounting Firm during the term of its engagement); (C) the determination by the Accounting Firm, as set forth in a notice to
be delivered to both Purchaser and the RHP Member within thirty (30) days following the submission to the Accounting Firm of the Disputes,
shall be final, binding and conclusive on the parties and shall be used in determining the Purchase Price Adjustment Amount; (D) the
Accounting Firm shall make a final determination of such Purchase Price Adjustment Amount, based solely on the Disputes and, in resolving
such Disputes, the Accounting Firm shall not assign to any item in dispute a value that is, as applicable (i) greater than the greatest
value for such item assigned by Purchaser, on the one hand, or the RHP Member, on the other hand, or (ii) less than the smallest
value for such item assigned by Purchaser, on the one hand, or the RHP Member, on the other hand; and (E) Purchaser and the RHP
Member shall instruct the Accounting Firm to determine the allocation of the cost of the Accounting Firm’s review and report based
on the inverse of the percentage its determination (before such allocation) bears to the total amount of the Disputes as originally submitted
to the Accounting Firm (for example, should the Disputes total an amount equal to $1,000 and the Accounting Firm awards $600 in favor
of the RHP Member’s position, sixty percent (60%) of the costs of the Accounting Firm in connection with providing the services
contemplated by this Section 2.6(c) would be borne by Purchaser and forty percent (40%) of such costs would be borne
by the RHP Member). Purchaser and the RHP Member shall each bear the fees, costs and expenses of their respective auditors, advisors,
and other representatives incurred in connection with the determination and review of the Closing Statement and Objections Statement,
as applicable.


 






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(d)            Purchaser,
on the one hand, and the Company, on the other hand, agree that they will, and agree to cause their respective independent accountants
to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Net Working Capital Adjustment, Closing
Indebtedness, Block 21 Bank Accounts, Paneling and PIP Reserve, Closing Cash and Company Transaction Expenses and in the conduct of the
audits and reviews referred to in this Section 2.6, including the making available to the extent necessary of books, records,
work papers and personnel (subject to reasonable confidentiality restrictions and to providing such assurances, releases, indemnities
or other agreements as accountants may customarily require in such circumstances).


 


(e)            For
purposes of this Agreement, the “Purchase Price Adjustment Amount” means an amount equal to the Final Adjustment Amount
minus the Estimated Adjustment Amount. If the Purchase Price Adjustment Amount is positive, then the Company shall pay or cause
to be paid an amount equal to the Purchase Price Adjustment Amount to the RHP Member. If the Purchase Price Adjustment Amount is negative,
then the RHP Operating Partnership shall cause the RHP Member to pay or cause to be paid an amount equal to the absolute value of the
Purchase Price Adjustment Amount to the Company.


 


(f)            “Final
Closing Net Working Capital Adjustment”, “Final Closing Indebtedness”, “Final Block 21 Bank Accounts,
Paneling and PIP Reserve Amount”, “Final Closing Cash” and “Final Company Transaction Expenses”
mean the Closing Net Working Capital Adjustment, Closing Indebtedness, Block 21 Bank Accounts, Paneling and PIP Reserve, Closing Cash
and Company Transaction Expenses, in each case, (i) as shown in the Company’s calculation delivered pursuant to Section 2.6(a),
if no Objections Statement with respect thereto is duly delivered pursuant to Section 2.6(b); or (ii) if such an Objections
Statement is delivered, (A) as agreed by the Company and Purchaser pursuant to Section 2.6(c) or (B) in the
absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 2.6(c).


 


(g)            Any
payment pursuant to Section 2.6 shall be made at a mutually convenient time and place within 10 days after the Purchase Price
Adjustment Amount has been determined, by delivery by the Company or the RHP Member, as the case may be, of cash by wire transfer of
immediately available funds to the bank account designated by the party entitled to such payment, which notice shall be delivered no
later than two Business Days prior to the date such payment is to be made (or if not so designated, then by certificate or official bank
check payable in immediately available funds to the order of the party entitled to such payment in such amount).


 


2.7            Company
Use of Proceeds. At the Closing, the Company shall use the Aggregate Closing Proceeds to first repay and extinguish all intercompany
amounts, including the Intercompany Note and the Intercompany Revolver, in each case, together with any accrued and unpaid interest thereon
as of the Closing, to make other payments contemplated by Section 2.4(c), and thereafter any remaining Aggregate Closing
Proceeds shall be distributed to the RHP Member in respect of its Class A Units in the Company (the “Distribution”).
To the extent that the Aggregate Closing Proceeds are insufficient to satisfy all amounts due under the Intercompany Note and/or the
Intercompany Revolver at the Closing, RHP Operating Partnership shall cause the unpaid portion of the Intercompany Note and/or the Intercompany
Revolver to be contributed to the capital of the Company in exchange for the issuance of additional membership interests to the RHP Member,
which membership interests shall, together with RHP Member’s existing membership interests, represent no greater than seventy percent
(70%) of the membership interests of the Company, as determined on a fully diluted basis after taking into account all of the transactions
contemplated by this Agreement, and the Intercompany Note and the Intercompany Revolver shall be of no further effect; provided
that, following any such issuance of additional membership interests to the RHP Member, Purchaser shall continue to hold membership interests
representing thirty percent (30%) of the membership interests of the Company, as determined on a fully diluted basis after taking into
account all of the transactions contemplated by this Agreement.


 






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2.8            Contingent
Consideration.


 


(a)            If
the Final Earnout EBITDA for the Earnout Year ending on December 31, 2023 equals or exceed the First EBITDA Threshold, (i) immediately
prior to the payment by Purchaser contemplated by the following clause (ii), the Class A Units of Purchaser shall be decreased by,
and the RHP Member’s Class A Units shall be increased by, the Earnout Adjustment Amount with deemed retroactive effect as
of Closing (the “Earnout Class A Unit Adjustment”) and, (ii) the Purchaser shall purchase from the RHP Member,
and the RHP Member shall sell to the Purchaser, at the time and in the manner set forth in Section 2.8(d), a number of Class A
Units equal to the Earnout Adjustment Amount for an amount in cash equal to the Earnout Amount (the “Earnout Class A Unit
Purchase”, together with the Earnout Class A Unit Adjustment, the “Earnout Transactions”), such that
the net effect of the Earnout Transactions is the receipt of the Earnout Amount by the RHP Member without any ultimate change in either
the number of Class A Units owned by the RHP Member or the Purchaser or the amount of any distributions by the Company to which
any Person is entitled following the Closing. If the Final Earnout EBITDA for the Earnout Year ending on December 31, 2023 is less
than the First EBITDA Threshold, no Earnout Transactions shall be required and no amount shall be payable, in each case, pursuant to
this ‎Section 2.8(a).


 


(b)            If
the Earnout Transactions are not required pursuant to Section 2.8(a) and the Final Earnout EBITDA for the Earnout Year
ending on December 31, 2024 equals or exceeds the Second EBITDA Threshold, Purchaser and the RHP Member shall be required to effect
the Earnout Transactions at the time and in the manner set forth in Section 2.8(d). If the Final Earnout EBITDA for the Earnout
Year ending on December 31, 2024 is less than the Second EBITDA Threshold or the Earnout Transactions are required pursuant to Section 2.8(a),
no Earnout Transactions shall be required and no amount shall be payable, in each case, pursuant to this Section 2.8(b).
For the avoidance of doubt, the Earnout Amount shall be payable no more than once.


 


(c)            Earnout
Statement; Review of Earnout Statement; Disputes.


 


(i)            Within
120 days following completion of the Company’s annual financial statements audit following the end of each Earnout Year (except
for the Earnout Year ending on December 31, 2024 if the Earnout Transactions are required pursuant to ‎Section 2.8‎(a) or
Section 2.8(b)), the Company shall deliver to Purchaser a statement setting forth the Company’s calculation of Earnout
EBITDA for such Earnout Year (each, an “Earnout Statement”), together with the Earnout Audited Financial Statements
for such Earnout Year.


 






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(ii)            If
Purchaser objects to numerical inaccuracies in the calculation of the Earnout EBITDA reflected in the Earnout Statement for any Earnout
Year or believes that the Earnout EBITDA reflected in the Earnout Statement for any Earnout Year was not prepared in accordance with
the terms of this Agreement, Purchaser may, within 45 days after receipt of each of such Earnout Statement and the Earnout Audited Financial
Statements for such Earnout Year, deliver a notice (an “Earnout Dispute Notice”) to the Company and the RHP Member
disagreeing with such calculation, specifying in reasonable detail the nature of and basis for such dispute and setting forth Purchaser’s
calculation of Earnout EBITDA for such Earnout Year. If Purchaser does not deliver, or cause to be delivered, an Earnout Dispute Notice
with respect to any Earnout Statement within such 45-day period, then such Earnout Statement shall become final and binding upon all
parties hereto; and any matter set forth in such Earnout Statement that is not objected to by Purchaser in the Earnout Dispute Notice
shall become final and binding upon all parties hereto.


 


(iii)            If
an Earnout Dispute Notice is delivered within the applicable 45-day period specified by Section 2.8(c)(ii), then Purchaser
and the RHP Member shall negotiate in good faith for 15 days following the receipt of such Earnout Dispute Notice to resolve such objections.
Any such objections that Purchaser and the RHP Member are unable to resolve during such 15-day period is referred to as an “Earnout
Dispute”. After such 15-day period, any matter set forth in the Earnout Dispute Notice that is not an Earnout Dispute shall
become final and binding upon all parties hereto based on the resolution of such matter as agreed by the RHP Member and Purchaser. If
Purchaser and the RHP Member are unable to resolve all objections during such 15-day period, then any Earnout Disputes, and only such
Earnout Disputes, shall be resolved by KPMG International Cooperative (or if KPMG International Cooperative is unwilling to serve in
this capacity, then to another nationally recognized certified public accounting firm upon which the RHP Member and Purchaser shall reasonably
agree) (the “Independent Earnout Referee”). If Earnout Disputes are submitted to the Independent Earnout Referee for
resolution, (A) Purchaser and the RHP Member will cooperate with the Independent Earnout Referee during term of its engagement;
(B) Purchaser and the RHP Member shall furnish or cause to be furnished to the Independent Earnout Referee such work papers and
other documents and information relating to the Earnout Disputes as the Independent Earnout Referee may request (subject to reasonable
confidentiality restrictions and providing such assurances, releases, indemnities or other agreements as accountants may customarily
require in such circumstances) and that are available to that party or its agents and shall be afforded the opportunity to present to
the Independent Earnout Referee any material relating to the Earnout Disputes and to discuss the Earnout Disputes with the Accounting
Firm (provided, that Purchaser and the RHP Member shall not, and shall each cause its representatives not to, engage in any ex parte
communications with the Independent Earnout Referee during the term of its engagement); (C) the determination by the Independent
Earnout Referee, as set forth in a notice to be delivered to both Purchaser and the RHP Member within thirty (30) days following the
submission to Independent Earnout Referee of the Earnout Disputes, shall be final, binding and conclusive on the parties and shall be
used in determining the Earnout EBITDA for the applicable Earnout Year; (D) the Independent Earnout Referee shall make a final determination
of such Earnout EBITDA for the applicable Earnout Year, based solely on the Earnout Disputes and, in resolving such Earnout Disputes,
the Independent Earnout Referee shall not assign to any item in dispute a value that is, as applicable (i) greater than the greatest
value for such item assigned by Purchaser, on the one hand, or the RHP Member, on the other hand, or (ii) less than the smallest
value for such item assigned by Purchaser, on the one hand, or the RHP Member, on the other hand; and (E) Purchaser and the RHP
Member shall instruct the Independent Earnout Referee to determine the allocation of the cost of the Independent Earnout Referee’s
review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the
Earnout Disputes as originally submitted to the Independent Earnout Referee (for example, should the Earnout Disputes total an amount
equal to $1,000 and the Independent Earnout Referee awards $600 in favor of the RHP Member’s position, sixty percent (60%) of the
costs of the Accounting Firm in connection with providing the services contemplated by this Section 2.8(c) would be
borne by Purchaser and forty percent (40%) of such costs would be borne by the RHP Member). Purchaser and the RHP Member shall each bear
the fees, costs and expenses of their respective auditors, advisors, and other representatives incurred in connection with the determination
and review of the Earnout Statement and Earnout Dispute Notice, as applicable.


 






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(iv)            Purchaser,
on the one hand, and the Company, on the other hand, agree that they will, and agree to cause their respective independent accountants
to, cooperate and assist in the preparation of each Earnout Statement and the calculation of Earnout EBITDA and in the conduct of the
reviews referred to herein, including the making available to the extent necessary of books, records, work papers and personnel (subject
to reasonable confidentiality restrictions and to providing such assurances, releases, indemnities or other agreements as accountants
may customarily require in such circumstances). The Company and its Representatives shall reasonably cooperate with Purchaser and its
Representatives in connection with its review of the Earnout Statement and other reasonable requests by Purchaser in connection therewith.


 


(v)            “Final
Earnout EBITDA” means, with respect to any Earnout Year, Earnout EBITDA for such Earnout Year (i) as shown in the Company’s
calculation delivered pursuant to Section 2.8(c)(i), if no Earnout Dispute Notice with respect thereto is duly delivered
pursuant to Section 2.8(c)(ii); or (ii) if such an Earnout Dispute Notice is delivered, (A) as agreed by the Company
and Purchaser pursuant to Section 2.8(c)(iii) or (B) in the absence of such agreement, as shown in the Independent
Earnout Referee’s calculation delivered pursuant to Section 2.8(c)(iii).


 


(d)            Timing
of Payment of Earnout Transactions. If the Earnout Transactions for any Earnout Year are required pursuant to Section ‎2.8(a) or
Section 2.8(b), then promptly prior to the payment of the Earnout Amount by Purchaser pursuant to the next sentence, the
Company shall update the Schedule A of the LLC Agreement to reflect the Earnout Class A Unit Adjustment. Within ten days following
the determination of Final Earnout EBITDA, Purchaser shall pay the Earnout Amount to the RHP Member in cash by wire transfer of immediately
available funds to the bank account designated by the RHP Member (or if not so designated, then by certificate or official bank check
payable in immediately available funds to the order of the RHP Member in such amount) in exchange for a number of Class A Units
equal to the Earnout Adjustment Amount, which Class A Units shall be transferred by the RHP Member free and clear of any Liens to
the Purchaser at the time the Earnout Amount is received by the RHP Member and the Company shall update Schedule A of the LLC Agreement
to reverse the effect of the Earnout Class A Unit Adjustment and provide proof thereof to the Purchaser, such that each of the Purchaser
and the RHP Member will own the same number of Class A Units immediately after the Earnout Transactions as were owned by them immediately
before the Earnout Transactions. For the avoidance of doubt, nothing in this Section 2.8 shall affect the amount of any distributions
to which any Person is entitled following the Closing and prior to the payment of the Earnout Amount pursuant to this Section 2.8(d).


 






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2.9            Block
21 Incremental Capital Contribution. If the Block 21 Acquisition has not closed as of the Closing, the Company shall provide to Purchaser
written notice of the anticipated closing of the Block 21 Acquisition no less than ten Business Days prior to the expected closing date
(the “Block 21 Closing Notice”), which notice shall set forth in reasonable detail (i) the Block 21 Closing Payment
and (ii) a calculation of the Block 21 Incremental Capital Contribution. On the date of the closing date of the Block 21 Acquisition,
Purchaser shall pay to the Company the Block 21 Incremental Capital Contribution by wire transfer of immediately available funds to an
account designated by the Company. Not less than one Business Day prior to the closing date of the Block 21 Acquisition, the Company
shall provide Purchaser with written confirmation that such closing will occur on the next Business Day and shall coordinate with Purchaser
and provide such information as reasonably required by Purchaser to enable Purchaser to release the wire transfer with respect to the
Block 21 Incremental Capital Contribution at substantially the same time as Ultimate Parent or its applicable Affiliate releases the
wire transfer with respect to the Block 21 Closing Payment. If the Block 21 Acquisition has not closed as of the Closing, Ultimate Parent
shall not permit or otherwise allow any Contract related to the Block 21 Acquisition to be modified or amended in any manner that is
materially adverse to Purchaser without Purchaser’s consent, except as contemplated by Section 5.1 of the Company Disclosure
Letter.


 


2.10            Withholding.
Purchaser shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount otherwise payable with
respect to this Agreement amounts as may be required to be deducted and withheld therefrom or with respect thereto under the Code or
other applicable Legal Requirement. To the extent that amounts are so deducted or withheld, such amounts shall be treated for
all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was
made.


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE RHP PARTIES


 


Except
as set forth in the Company Disclosure Letter (it being agreed that the Company Disclosure Letter shall be arranged in sections corresponding
to the Sections of this Agreement, and the disclosure of an item in one section or subsection of the Company Disclosure Letter shall
be deemed disclosed in any other section or subsection of the Company Disclosure Letter to the extent that the relevance of such disclosure
is reasonably apparent), the RHP Parties hereby represent and warrant to Purchaser as of the date hereof that:


 






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3.1            Organization
and Good Standing. Each of the RHP Parties and the OEG Subsidiaries is a corporation or limited liability company duly organized,
validly existing and, to the extent applicable, in good standing under the Legal Requirements of the jurisdiction of its organization,
except where the failure to be in good standing would not reasonably be expected to be, individually or in the aggregate, material to
the OEG Business, and has the requisite corporate or other entity power and authority under the Legal Requirements of its state of formation
to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of the RHP Parties and
the OEG Subsidiaries is duly licensed, qualified or otherwise authorized to do business, and, to the extent applicable, is in good standing,
in each jurisdiction where the nature of the business conducted by it or the character or location of the properties and assets owned
or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing
would not reasonably be expected to be, individually or in the aggregate, material to the OEG Business. The Company has provided to Purchaser
true and correct copies of the certificate or articles of incorporation, limited liability company agreement and bylaws (or comparable
governing documents) of each of the Company and the OEG Subsidiaries, in each case, as in effect on the date of this Agreement. Such
certificate or articles of incorporation and bylaws or limited liability company agreement (or comparable governing documents) are in
full force and effect.


  


3.2            Capitalization
of the Company and OEG Subsidiaries.


 


(a)            RHP
Member is the sole member and owner of record of the issued and outstanding Equity Interests of the Company, free and clear of any Liens
(other than under the Intercompany Note or applicable securities laws or as provided in the governing documents of the Company). Upon
entry into the LLC Agreement and Purchaser’s payment of the Purchase Price at the Closing, Purchaser shall acquire valid title
to the Purchased Interests, free and clear of any Liens (other than Liens imposed by Purchaser or under applicable securities laws or
as provided in the LLC Agreement). Other than the Purchased Interests, and other than as provided in the LLC Agreement, as of the Closing,
there will be no outstanding (i) Equity Interests of the Company, (ii) securities of the Company convertible into or exchangeable
for Equity Interests of the Company or (iii) options or other rights to acquire from the Company, or other obligation of the Company
to issue, any Equity Interests of the Company, or securities convertible into or exchangeable for Equity Interests of the Company (the
items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”). There
are no, outstanding obligations of any OEG Subsidiary to repurchase, redeem or otherwise acquire any Company Securities. All outstanding
Equity Interests of the Company will be as of Closing duly authorized, validly issued and were not issued in violation of any rights
of first refusal, preemptive rights or similar rights.


 


(b)            Except
for the Equity Interests of Circle and any entities owned or controlled by Circle, as of the date of this Agreement and as of the Closing,
the outstanding Equity Interests of each OEG Subsidiary, are directly or indirectly owned by the Company, free and clear of any Liens
(other than Permitted Liens or as a result of the Financing Agreements or under applicable securities laws or as provided in the governing
documents of such OEG Subsidiary).


 


(c)            Each
OEG Subsidiary is set forth on Section 3.2(c) of the Company Disclosure Letter. The Company has no Subsidiaries other
than the OEG Subsidiaries. There are no outstanding options or other rights to acquire from any OEG Subsidiary, or other obligation of
any such OEG Subsidiary to issue, any Equity Interests of any OEG Subsidiary or securities convertible into or exchangeable for Equity
Interests of any such OEG Subsidiary. Except as contemplated by this Agreement, there are no outstanding obligations of the Company or
any OEG Subsidiary to repurchase, redeem or otherwise acquire any outstanding Equity Interests of any OEG Subsidiary. All of the outstanding
Equity Interests of the OEG Subsidiaries (a) have been duly authorized and validly issued and were issued in compliance with all
applicable state and federal securities laws and (b) were not issued in violation of any rights of first refusal, preemptive rights
or similar rights. As of the Closing, the Company does not own, directly or indirectly, any Equity Interests of any Person other than
the OEG Subsidiaries and Circle.


 






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3.3            Authority.
Each RHP Party has all necessary corporate or entity power and authority under the Legal Requirements of its state of formation to execute
and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby
and thereby. The execution, delivery and performance by each RHP Party of each of its obligations under this Agreement and the Ancillary
Agreements to which it is a party and the consummation of the transactions contemplated hereby have been duly and validly authorized
on the part of such RHP Party, and no other corporate or entity proceedings on the part of the RHP Parties are necessary to authorize
this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreements
to which the Company or any of its Affiliates (including the OEG Subsidiaries) is a party constitutes or when executed and delivered
will constitute, subject to the valid and binding execution of each other party thereto, a valid and binding obligation of the Company
and its applicable Affiliates, enforceable against the Company or such Affiliate in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, moratorium, reorganization or similar Legal Requirements affecting the rights of creditors generally
and the availability of equitable remedies (regardless of whether such enforceability is considered in a Proceeding in equity or at law)
(together, the “Bankruptcy and Equity Exception”).


 


3.4            No
Conflict.


 


(a)            The
execution and delivery of this Agreement and the Ancillary Agreements by the RHP Parties (or any of their Affiliates) does not and the
consummation by the RHP Parties (or such Affiliates) of the transactions contemplated hereby and thereby will not (i) conflict with
or violate any provision of the certificate of formation or limited liability company agreement (or comparable governing documents) of
the RHP Parties or such Affiliates or (ii) assuming (A) that all Company Approvals set forth in Section 3.4(a) of
the Company Disclosure Letter have been obtained, (B) any applicable filing requirement under any Competition Law or Federal Communications
Laws have been made and any waiting periods in connection therewith have terminated or expired, and (C) compliance with, and filings
under, any applicable requirements of the Federal Communications Laws, (x) require any consent or other action by any Person under,
constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or give rise
to any right of termination, cancellation or acceleration of any right or obligation of the Company or any OEG Subsidiary or to a loss
of any benefit to which the Company or any OEG Subsidiary is entitled under, any provision of any Contract binding upon the Company or
any OEG Subsidiary, (y) result in the creation of any Lien, other than a Permitted Lien, upon any of the respective properties or
assets of the Company or any OEG Subsidiary under, any Contract to which the Company or any of the OEG Subsidiaries is a party, or by
which it or they or any of their respective properties or assets are bound or affected or (z) conflict with or violate any Legal
Requirements applicable to the RHP Parties or any of their Affiliates or any of their respective properties or assets, other than, in
the case of clause (ii), any such violation, conflict, loss, default, right or Lien that would not reasonably be expected to be, individually
or in the aggregate, material to the OEG Business.


 






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(b)            The
execution and delivery of this Agreement and the Ancillary Agreements by the RHP Parties or any of their Affiliates does not, and the
performance of this Agreement and the Ancillary Agreements and of the transactions contemplated hereby and thereby by the RHP Parties
or any of their Affiliates will not, assuming (A) that all Company Approvals set forth on Section 3.4(a) of the
Company Disclosure Letter have been obtained, and (B) compliance with, and filings under, any applicable requirements of the Federal
Communications Laws, require any consent of, filing with, or notification to, any Person, by the Company or any of the OEG Subsidiaries,
except where failure to obtain such consents or to make such filings or notifications would not, individually or in the aggregate, reasonably
be expected to be material to the OEG Business.


 


3.5            Financial
Statements; Undisclosed Liabilities.


 


(a)            Section 3.5(a) of
the Company Disclosure Letter sets forth true, complete and correct copies of: (i) the audited combined balance sheet of the OEG
Business, a carve-out of Ultimate Parent, as of December 31, 2020 and December 31, 2019, and the related audited consolidated
statements of operations of the Company for the fiscal years then ended (the “Audited Financial Statements”); and
(ii) the unaudited combined balance sheet of the Company as of September 30, 2021 (the “Balance Sheet Date”
and such balance sheet, the “Most Recent Balance Sheet”) and the related unaudited consolidated statements of operations
of the Company for the nine-month period then ended (the “Interim Financial Statements” and together with the Audited
Financial Statements, the “Financial Statements”).


 


(b)            There
shall be no Closing Indebtedness or Company Transaction Expenses, in each case, as of the Closing (after giving effect to the transactions
contemplated hereby), other than as reflected in Closing Indebtedness or Company Transaction Expenses taken into account in the Purchase
Price or as would not reasonably be expected to have, individually or in the aggregate, a Transaction Material Adverse Effect.


 


(c)            Ultimate
Parent and its Subsidiaries have, with respect to the OEG Business, in all material respects (i) maintained systems of internal
accounting controls sufficient to provide reasonable assurances regarding the preparation and fair presentation of the Financial Statements
that are free from material misstatement and (ii) implemented reasonable disclosure controls and procedures designed to ensure that
material information that could have a material effect on the Financial Statements is made known to the management of the OEG Business.


 


(d)            No
auditor has withdrawn, or has stated in writing to Ultimate Parent or any of its Subsidiaries an intention to withdraw, any audit opinion
contained in the Financial Statements, and neither Ultimate Parent nor any of its Subsidiaries has determined that it will or must restate
any Financial Statements.


 






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(e)            The
Financial Statements (i) are derived from the books and records of the Company and the OEG Subsidiaries, (ii) have been prepared
in accordance with GAAP (except that the Interim Financial Statements do not have notes and are subject to normal recurring year-end
adjustments, the effect of which are not, individually or in the aggregate, material) and (iii) fairly present, in all material
respects, the financial position of the OEG Business and the consolidated results of operations of the OEG Business as of the respective
dates thereof and for the periods covered thereby, except for the fact that the Company has not historically operated as a separate standalone
entity and has received certain allocated charges and credits, which allocations may not accurately reflect the amounts that would have
resulted from arms’ length transactions or the actual costs that would have been incurred if the Company and its Subsidiaries had
been independently operated during such periods.


  


(f)            Except
as set forth on Section 3.5(f) of the Company Disclosure Letter, neither the Company nor any OEG Subsidiary has any
material liabilities of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, except for
liabilities (a) specifically reflected or reserved against as liabilities in the Most Recent Balance Sheet, (b) incurred in
the ordinary course of business since the Balance Sheet Date (it being understood that in no event shall any liability resulting from
tortious conduct, infringement, violations of any applicable Legal Requirement or breach of Contract be deemed to have been incurred
in the ordinary course of business), (c) in respect of transaction expenses or incurred in connection with the transactions contemplated
hereby or the Debt Financing to the extent included as a Company Transaction Expense to the extent not paid at the Closing and (d) that
would not reasonably be expected to have, individually or in the aggregate, a Transaction Material Adverse Effect. Neither the Company
nor any OEG Subsidiary has any material liabilities of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable
or otherwise arising out of or related to any business (including the conduct and activities of any business) of Ultimate Parent or its
Subsidiaries (excluding the Company and any OEG Subsidiary) other than the OEG Business (and the conduct and activities of the OEG Business),
except for liabilities (x) pursuant to the Intercompany Note and the Intercompany Revolver, as set forth on Section 5.10
of the Company Disclosure Letter or intercompany amounts that will be satisfied at Closing pursuant to Section 2.7, or
(y) pursuant to the Services Agreement or any other Ancillary Agreement.


 


(g)            Circle
does not have any indebtedness for borrowed money.


 


3.6            Taxes.


 


(a)            All
income and other material Tax Returns required to be filed by the Company or the OEG Subsidiaries or with respect to the assets held
for use in the OEG Business have been timely filed (taking into account any extensions of time in which to file). All such Tax Returns
were true, correct and complete in all material respects.


 


(b)            All
Taxes required to have been paid by the Company or the OEG Subsidiaries or with respect to the assets held for use in the OEG Business
(regardless of whether or not such Taxes are related to, shown on or required to be shown on any Tax Return) have been paid or will be
timely paid by the due date thereof;






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(c)            No
material claim has ever been made in writing (or otherwise, to the Knowledge of the Company) by a Tax Authority in a jurisdiction where
the Company or any of the OEG Subsidiaries does not file a specific type of Tax Returns that the Company or any OEG Subsidiary is or
may be subject to taxation by that jurisdiction (or is otherwise required to file such type of Tax Return).





 


(d)            The
Company and each of the OEG Subsidiaries has deducted, withheld and paid to the appropriate Tax Authority all material Taxes required
to be deducted, withheld or paid. The Company and each of the OEG Subsidiaries has complied in all material respects with all information
reporting and backup withholding provisions of applicable Legal Requirements.


 


(e)            There
is no pending material dispute, audit or claim, including any deficiency claim or proposed adjustment, concerning any material Tax liability
of the Company or any of the OEG Subsidiaries or with respect to the assets held for use in the OEG Business that has been claimed or
raised by any Tax Authority in writing.


 


(f)            There
are no outstanding Liens for Taxes other than Permitted Liens on the assets held for use in the OEG Business.


 


(g)            None
of the Company or the OEG Subsidiaries has executed any outstanding waivers or comparable consents regarding the application of the statute
of limitations for any material Taxes or Tax Returns related to the Company or any OEG Subsidiary and no extensions of the time to file
any Tax Return have been executed on behalf of the Company or any OEG Subsidiary.


 


(h)            None
of the Company or the OEG Subsidiaries has received or requested any written ruling of a Tax Authority relating to Taxes and has not
entered into any closing agreement with a Tax Authority.


 


(i)            None
of the Company or the OEG Subsidiaries is a party to or bound by any Tax Sharing Agreement. None of the Company or any OEG Subsidiaries
has been a member of any consolidated, combined, affiliated or unitary group of corporations for any Tax purposes (other than a group
of which the Company or any OEG Subsidiary was the parent). None of the Company or the OEG Subsidiaries has liability for Taxes of any
other Person arising from the application of Treasury Regulations Section 1.1502-6 or any analogous provision of state, local or
non-U.S. Legal Requirements, or as a transferee or successor.


 


(j)            None
of the Company or the OEG Subsidiaries is, or has been since its formation, resident for Tax purposes in any country other than the United
States.


 


(k)            None
of the Company or the OEG Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulations
Section 1.6011-4(b)(2) or any analogous provisions of state, local or non-U.S. Legal Requirements.


 






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(l)            None
of the Company or the OEG Subsidiaries will be required to include any material income in, or exclude any material deduction from, taxable
income or pay any material Taxes in any taxable period (or portion thereof) ending after the Closing Date as a result of: (i) any
adjustment pursuant to Code Section 481 (or any corresponding or similar provision of state, local, or non-U.S. applicable Legal
Requirements), in each case, for any Tax period ending on or before the Closing Date (and the portion of any Tax period ending on (and
including) the Closing Date), (ii) any “closing agreement” as described in Section 7121 of the Code (or any corresponding
or similar provision of state, local, or non-U.S. applicable Legal Requirements) executed on or prior to the Closing Date, (iii) installment
sale, open transaction, or similar disposition made on or prior to the Closing Date, (iv) any intercompany transaction occurring
at or prior to the Closing Date or excess loss account in existence at the Closing Date described in Treasury Regulation under Section 1502
of the Code (or any corresponding or similar provision state, local, or non-U.S. applicable Legal Requirements), but only to the extent
that the recognition of such deferred intercompany gains or excess loss accounts would result in gain or income to the Company and the
OEG Subsidiaries in excess of the income and gain that would have been recognized in such period in the absence of such intercompany
transaction or transactions giving rise to such excess loss accounts or (v) any ownership of “United States property”
(as defined in Code Section 956(c)) on or prior to the Closing Date by any OEG Subsidiary that is a “controlled foreign corporation”
(within the meaning of Code Section 957(a)).


  


(m)            None
of the Company or the OEG Subsidiaries (i) has deferred any Taxes under any COVID-19 Tax Measure or (ii) will be required to
pay any Tax after the Closing Date as a result of any deferral of a payment obligation or advance of a credit with respect to Taxes to
the extent relating to any action, election, deferral, filing, or request made or taken (including the non-payment of a Tax) on or prior
to the Closing Date in accordance with any COVID-19 Tax Measure.


 


3.7            Brokers
and Finders’ Fees. Except for Morgan Stanley & Co. LLC, whose fees and expenses and other amounts payable will be
paid by Ultimate Parent or a Subsidiary of Ultimate Parent (other than the Company or any OEG Subsidiary), there is no investment banker,
broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the RHP Parties or any of their Affiliates
that is entitled to any fee or commission in connection with the transactions contemplated hereby.


 


3.8            Absence
of Changes. Since the Balance Sheet Date and except as expressly contemplated hereby or by the Ancillary Agreements or set forth
on Section 3.8 of the Company Disclosure Letter, (a) Ultimate Parent and its Subsidiaries have, in all material respects,
conducted the OEG Business and operated their properties relating to the OEG Business in the ordinary course of business consistent with
past practice, (b) there has not been any Transaction Material Adverse Effect, and (c) neither Ultimate Parent nor any of its
Subsidiaries has taken any action in respect of the OEG Business, which if taken after the date hereof, would require the consent of
Purchaser pursuant to Sections 5.1(b)(i) through (xix), and as to which Purchaser has not consented.


 


3.9            Legal
Compliance.


 


(a)            Since
January 1, 2019, Ultimate Parent and its Subsidiaries have complied, and are in compliance, in all material respects, with all Legal
Requirements applicable to the OEG Business, the Company, the OEG Subsidiaries and the Company’s and OEG Subsidiaries’ respective
properties and assets. Since January 1, 2019, neither Ultimate Parent nor any of its Subsidiaries has received any written notice
or, to the Knowledge of the Company, oral notice from any Governmental Body regarding any actual or alleged material violation of, or
material failure to comply with, any Legal Requirements applicable to the Company or the OEG Subsidiaries or any of their respective
assets or properties or any Proceeding related thereto. There are no pending Proceedings by a Governmental Body pertaining to Ultimate
Parent’s or its Subsidiaries’ non-compliance with, or violation of, any such Legal Requirements with respect to the Company
or the OEG Business, except as would not reasonably be expected to be material to the OEG Business.


 






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(b)            Each
of the Company and the OEG Subsidiaries hold and, since January 1, 2019 have held, all material Permits necessary for the lawful
conduct of the OEG Business (the “Material Permits”). Since January 1, 2019, the Company and the OEG Subsidiaries
have complied, and are in compliance, in all material respects, with all requirements of the Material Permits. Each Material Permit is
in full force and effect. Since January 1, 2019, neither Ultimate Parent nor any of its Subsidiaries has received written, or to
the Knowledge of the Company, oral notice from any Governmental Body of any pending or threatened, suspension, withdrawal or cancellation
of a Material Permit.


 


3.10            Real
Property.


 


(a)            Section 3.10(a) of
the Company Disclosure Letter sets forth a list of the addresses of each real property owned by the Company and the OEG Subsidiaries
(“Owned Real Property”).


 


(b)            Section 3.10(b) of
the Company Disclosure Letter sets forth a complete and accurate list of the legal name of the landlord and tenant and address of any
real property leased, subleased, licensed or occupied by the Company or any OEG Subsidiary (“Leased Real Property”
and together with the Owned Real Property, the “Real Property”), and the lease, sublease, license or other agreement
pursuant to which the Company or applicable OEG Subsidiary leases, subleases, licenses or occupies such Leased Real Property (collectively,
the “Real Property Leases” and each, a “Real Property Lease”).


 


(c)            Except
as set forth on Section 3.10(c) of the Company Disclosure Letter, (i) each Real Property Lease is the valid and
binding obligation of the Company or applicable OEG Subsidiary (and, subject to proper authorization and execution of such Real Property
Lease by the other party thereto, enforceable in accordance with its terms), in each case, subject to the Bankruptcy and Equity Exception
and is in full force and effect; (ii) the Company or the applicable OEG Subsidiary and, to the Knowledge of the Company, any other
party to such Real Property Lease is not in material default under, or in material breach or violation of, such Real Property Lease and,
to the Knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time
or both, would reasonably be expected to constitute such a default, or permit the termination, modification or acceleration of rent under
such Real Property Lease and there are no amounts currently disputed by the Company or the applicable OEG Subsidiary and not paid to
the applicable landlord of the Leased Real Property; (iii) neither the Company nor any OEG Subsidiary has assigned, sublet, transferred,
or conveyed any material interest in or collaterally assigned or granted any other material security interest in the Leased Real Property
or such Real Property Lease, except as contemplated by the Financing Agreements; and (iv) the Company has made available to Purchaser
a true and complete copy of each Real Property Lease (including all amendments, extensions, renewals, guaranties and other material agreements
with respect thereto).


 






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(d)            Except
as set forth in any Ancillary Agreement, in connection with any Permitted Lien, or as set forth on Section 3.10(d) of
the Company Disclosure Letter, with respect to each Owned Real Property (i) neither the Company nor any OEG Subsidiary has leased
or granted to any Person the right to use or occupy any Owned Real Property or any portion thereof, (ii) other than the right of
Purchaser pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase
such Owned Real Property or any portion thereof or interest therein, and (iii) other than the Block 21 Acquisition, neither the
Company nor any OEG Subsidiary is party to any agreement or option to purchase any real property or interest therein relating to the
OEG Business.


 


(e)            The
Real Property constitutes all of the real property owned, leased, subleased, licensed or occupied by the Company and the OEG Subsidiaries
and all real property used or held for use in connection with, necessary for the conduct of, and material to, the OEG Business. To the
Knowledge of the Company, no portion of the Real Property is subject to any pending or threatened appropriation, condemnation or other
similar Proceeding by any Governmental Body, and neither Ultimate Parent nor any of its Subsidiaries has received written notice of any
pending or threatened appropriation, condemnation or similar action affecting the Real Property. The Company and the OEG Subsidiaries,
as applicable, have a valid leasehold interest in and to each of the Leased Real Properties, free and clear of all Liens (other than
Permitted Liens), and are in peaceful and undisturbed possession of each parcel of Real Property.


 


(f)            To
the Knowledge of the Company, the current use of each parcel of Real Property is in accordance with the certificates of occupancy relating
to such parcel of Real Property in all material respects. Neither Ultimate Parent nor any of its Subsidiaries has received written notice
from any Governmental Body that the Real Property or its current use, occupancy or operation by the Company or the applicable OEG Subsidiary
or the OEG Business is in material breach or material violation of, or default under, any applicable building, zoning, subdivision or
other land use or similar Legal Requirement which has not been remedied. To the Knowledge of the Company, the Real Property and its current
use, occupancy and operation by the Company or the applicable OEG Subsidiary does not violate or conflict with any material covenants,
conditions, restrictions or other contractual obligations, including the requirements of any applicable Liens. Each building, plant,
fixture, improvement or structure located on the Real Property (collectively, the “Facilities” and each individually,
a “Facility”) is supplied with utilities and other similar services necessary for the operation of such Facility as
the same is currently operated or currently proposed to be operated. Each parcel of Owned Real Property abuts on, and has direct vehicular
access to, a public road, or has access to a public road via an easement benefiting the parcel of Owned Real Property so as to permit
customary vehicular and pedestrian ingress, egress and access to such parcel of Owned Real Property, in each case, to the extent necessary
for the conduct of the OEG Business.


 


(g)            The
Facilities are in good condition and repair (subject to normal wear and tear), are suitable, adequate and sufficient for the purposes
for which such Facilities are currently being used, and are, to the Knowledge of the Company, in material compliance with all zoning
and other applicable Legal Requirements.


 






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3.11            Litigation.
There are no, and since January 1, 2019, there have been no material Proceedings (a) pending against or, to the Knowledge of
the Company, threatened against, or pending or threatened by, the Company, any OEG Subsidiary or involving the OEG Business, or (b) pending
or, to the Knowledge of the Company, threatened against the directors, managers, officers or employees of Ultimate Parent or any of its
Subsidiaries, in their capacities as such, with respect to the OEG Business, and to the Knowledge of the Company, there are no facts
or circumstances making the commencement of any Proceeding described in the foregoing clauses (a) or (b) reasonably likely.
No Order has been issued by any court or other Governmental Body against the Company or any OEG Subsidiary or with respect to the OEG
Business, including any Order purporting to enjoin, delay or restrain the execution, delivery or performance by the Company or the OEG
Subsidiaries of this Agreement, except as has not had, and would not reasonably be expected to be, individually or in the aggregate,
material to the OEG Business. 


 


3.12            Labor
and Employment Matters.


 


(a)            The
Company has provided Purchaser with a complete and accurate list, as of a date not more than five (5) Business Days prior to the
date hereof, of each Company Employee, which such list identified such employee’s name, employer, title, hire date, location, whether
full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and the expected return date), whether exempt
from the Fair Labor Standards Act (or any similar state or local wage and hour Legal Requirement) and annual salary or wage rate.


 


(b)            As
of the date hereof, there are no, and since January 1, 2019, there have not been any, material unfair labor practice Proceedings
or complaints pending, or to the Knowledge of the Company, threatened, against the Company or any OEG Subsidiary (or, as it relates to
any current or former Company Employee, against Ultimate Parent or any of its other Subsidiaries) before the National Labor Relations
Board or any other Governmental Body or any current union representation questions involving Company Employees. As of the date hereof,
there are no, and since January 1, 2019 there have not been any, strikes, slowdowns, stoppages, lockouts, picketing, concerted refusals
to work or other similar labor disputes by or with respect to any Company Employees. Except as set forth on Section 3.12(b) of
the Company Disclosure Letter, neither the Company nor any OEG Subsidiary (or, as it relates to any current or former Company Employee,
neither Ultimate Parent nor any of its other Subsidiaries) is a party to any Collective Bargaining Agreement with any labor union or
other labor organization or authorized employee representative (collectively, “Union”) representing any Company Employee,
and there is no other collective bargaining or other similar agreement entered into between Ultimate Parent or any of its Subsidiaries
that covers any Company Employee. Except as set forth on Section 3.12(a) of the Company Disclosure Letter, to the Knowledge
of the Company, no Company Employees are part of a Union or collective bargaining unit with respect to their employment with the Company
or the applicable OEG Subsidiary. Neither the Company nor any OEG Subsidiary (or, as it relates to any current or former Company Employee,
neither Ultimate Parent nor any of its other Subsidiaries) has failed to comply with the provisions of any Collective Bargaining Agreement
and there are no grievances outstanding against the Company or any OEG Subsidiary (or, as it relates to any current or former Company
Employee, against Ultimate Parent or any of its other Subsidiaries) under any such agreement. The consent or consultation of, or the
rendering of formal advice by, any Union is not required for the Company or any of its Affiliates to enter into this Agreement or to
consummate any of the transactions contemplated hereby.


 


(c)            To
the Knowledge of the Company, all Company Employees that are employed or engaged in the United States are United States citizens or aliens
authorized to work in the United States for the OEG Business, as verified, if applicable, by appropriate I-9 documents maintained by
the Company or the OEG Subsidiaries. Since January 1, 2019, to the Knowledge of the Company, (i) each current or former Company
Employee has been properly classified as exempt or non-exempt for the purposes of the Fair Labor Standards Act and state and local wage
and hour Legal Requirements, and (ii) each current or former Company Employee and other individual independent contractor, consultant,
director and advisor has been properly classified as an employee or independent contractor, consultant, or other agent engaged by the
OEG Business in accordance with applicable Legal Requirements.


 






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(d)            The
Company and each of the OEG Subsidiaries is, and has been since January 1, 2019, in material compliance with all applicable Legal
Requirements regarding labor relations and collective bargaining, employment and employment practices, including, without limitation,
any such Legal Requirement regarding employment discrimination, sexual harassment, other unlawful harassment, retaliation, equal employment
opportunity, work authorization and immigration (including applicable I-9 requirements), civil rights, information privacy and security,
reductions in force, unemployment compensation, workers’ compensation, affirmative action, employee leave, wage payment and withholding
of Taxes, hours, meal and break periods, overtime, occupational safety and health requirements or any other labor and employment-related
matter, in each case, relating to or otherwise involving current or former Company Employees.


 


(e)            Except
as otherwise set forth in Section 3.12(e) of the Company Disclosure Letter, since January 1, 2019 (including the
ninety (90) day period preceding the date hereof), neither the Company nor any OEG Subsidiary (or, as it relates to any current or former
Company Employee, neither Ultimate Parent nor any of its other Subsidiaries) has implemented any plant closing or mass layoff of employees
requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state or local Legal
Requirement.


 


(f)            As
of the date hereof, neither the Company nor any of the OEG Subsidiaries (or, as it relates to any current or former Company Employee,
neither Ultimate Parent nor any of its other Subsidiaries) is delinquent in the payment of any of its current or former Company Employees’
(including minimum wage, overtime, premium pay, meal breaks, or waiting time penalties), salaries, commissions, accrued vacations, bonuses,
or other compensation for any services performed to which they would be entitled under Legal Requirements or Contracts (except to the
extent that such amounts are not yet required by Legal Requirements or Contracts to be paid due to customary legally-compliant reasonable
payroll practices or employer policies), which delinquency is material to the OEG Business.


 


3.13            Employee
Benefits.


 


(a)            Section 3.13(a) of
the Company Disclosure Letter lists each material Employee Plan. For each material Employee Plan, the Company has made available to Purchaser
a copy of such plan (or a description, if such plan is not written or available from the plan sponsor, such as a union-sponsored plan)
and all amendments thereto and, as applicable: (i) all trust agreements, insurance contracts or other funding arrangements and amendments
thereto; (ii) the current prospectus or summary plan description and all summaries of material modifications; (iii) the most
recent favorable determination, advisory or opinion letter from the IRS; (iv) the annual returns/reports (Form 5500) and accompanying
schedules and attachments thereto for the three most recently completed plan years; (v) the three most recently prepared actuarial
reports and financial statements; (vi) all documents and correspondence relating thereto received from or provided to the IRS, the
Department of Labor, the Pension Benefit Guaranty Corporation (“PBGC”) or any other Governmental Body or the plan
sponsor of any “multiemployer plan” as defined in Section 3(37) of ERISA (“Multiemployer Plan”) during
the past three years; (vii) all current administrative and other service contracts and amendments thereto with third-party services
providers; and (viii) all current employee handbooks, manuals and policies.


 






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(b)            Except
as set forth on Section 3.13(b) of the Company Disclosure Letter, none of the Company, any OEG Subsidiary, nor any of
their ERISA Affiliates has in the past six years sponsored, maintained or contributed to, or has any liability or obligation with respect
to, any Multiemployer Plan. Except as set forth in Section 3.13(b) of the Company Disclosure Letter, no Employee Plan
subject to Title IV of ERISA (other than a Multiemployer Plan) (each, a “Title IV Plan”) is in “at-risk status”
(within the meaning of Section 303(i)(4) of ERISA), and no condition exists that could constitute grounds for the termination
of any Title IV Plan by the PBGC under Section 4041(c) or 4042 of ERISA. Except as set forth in Section 3.13(b) of
the Company Disclosure Letter, none of the following events has occurred in connection with any Title IV Plan that could reasonably be
expected to result in a material liability to the OEG Business: (i) a “reportable event,” within the meaning of Section 4043
of ERISA, other than any such event for which the 30-day notice period has been waived by the PBGC, or (ii) any event described
in Section 4062 or 4063 of ERISA which has occurred, in the case of clauses (i) or (ii), in the last six (6) years. Except
as set forth in Section 3.13(b) of the Company Disclosure Letter, none of the Company, any OEG Subsidiary, nor any of
their ERISA Affiliates (nor any predecessor of any such entity) has (i) engaged in any transaction described in Section 4069
or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur, any liability under (x) Title IV of ERISA arising
in connection with the termination of any Employee Plan under Section 4041(c) or 4042 of ERISA or (y) Section 4971
of the Code, in each case, that has resulted or could reasonably be expected to result in, individually or in the aggregate, material
liability to the OEG Business. Except as set forth in Section 3.13(b) of the Company Disclosure Letter, none of the
assets of the Company, any OEG Subsidiary, nor any of their ERISA Affiliates are subject to any Lien imposed under Section 303(k) of
ERISA or Section 430(k) of the Code by reason of a failure to make timely installments or other payments required under Section 412
of the Code that has resulted or could reasonably be expected to result in, individually or in the aggregate, material liability to the
OEG Business. The consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not result in a “reportable
event” within the meaning of Section 4043 of ERISA for which the 30-day notice period has not been waived by the PBGC in underlying
regulations in respect of any Title IV Plan that could result in a material liability to the OEG Business.


 


(c)            With
respect to any Employee Plan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code, no non-exempt prohibited
transaction has occurred that has caused or, to the Knowledge of the Company, could reasonably be expected to cause the Company or any
OEG Subsidiaries to incur any material liability under ERISA or the Code. Each Employee Plan that is intended to be qualified under Section 401(a) of
the Code has received a favorable determination, advisory or opinion letter from the IRS or has applied to the IRS for such a letter
within the applicable remedial amendment period or such period has not expired and, to the Knowledge of the Company, no circumstances
exist that could reasonably be expected to result in any such letter being revoked or not being issued or reissued or a material penalty
under the IRS Closing Agreement Program if discovered during an IRS audit or investigation. Each trust created under any such Employee
Plan is exempt from Tax under Section 501(a) of the Code and has been so exempt since its creation.


 






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(d)            Each
Employee Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the
meaning of Section 409A of the Code has been timely amended (if applicable) in all material respects to comply and has been operated
in material compliance with, and the Company and the OEG Subsidiaries have complied in all material respects in practice and operation
with, all applicable requirements of Section 409A of the Code.


 


(e)            Each
Employee Plan has been maintained in material compliance with its terms and in material compliance with all applicable Legal Requirements,
including ERISA and the Code. No action, suit, investigation, audit, proceeding or claim (other than routine claims for benefits) is
pending against or involves or, to the Knowledge of the Company, is threatened against or threatened to involve, any Employee Plan before
any Governmental Body, including the IRS, the Department of Labor or the PBGC, which, individually or in the aggregate, if determined
or resolved adversely in accordance with the plaintiff’s demands, could reasonably be expected to be material to the OEG Business.


 


(f)            Except
as set forth in Section 3.13(f) of the Company Disclosure Letter, neither the Company nor any OEG Subsidiary has any
current or projected material liability for, and no Employee Plan provides or promises, any post-retirement medical, dental, or hospitalization
or life insurance benefits (whether insured or self-insured) to any current or former Company Employee (other than coverage mandated
by applicable Legal Requirements, including COBRA).


 


(g)            Except
as set forth in Section 3.13(g) of the Company Disclosure Letter, neither the execution of this Agreement nor the consummation
of the transactions contemplated hereby (either alone or together with any other event) will (i) entitle any current or former Company
Employee to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, (ii) accelerate
the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under,
or increase the amount payable or trigger any other obligation under, any Employee Plan or (iii) result in the payment of any amount
that would not be deductible under Section 280G of the Code.


 


3.14            Intellectual
Property.


 


(a)            Section 3.14(a) of
the Company Disclosure Letter sets forth a complete and accurate list of all Company-Owned Intellectual Property that is the subject
of an application, certificate, or registration issued by any Intellectual Property registry or other Governmental Body, including without
limitation (i) issued patents and patent applications, (ii) trademark registrations and applications for registration, (iii) copyright
registrations and applications for registration, and (iv) domain names (collectively, “Scheduled Intellectual Property”),
in each case, listing, as applicable, the title and current owner (and with respect to any and all domain name registrations, the applicable
registrant), the jurisdiction in which each has been issued or registered, the application, serial, or registration number and the application
or registration date. As of the Closing Date, all Scheduled Intellectual Property (1) is valid, enforceable, and subsisting, in
full force and effect and has not lapsed, expired, or been abandoned or withdrawn; and (2) is not the subject of any Proceeding
filed with the United States Patent and Trademark Office or other Governmental Body. Section 3.14(a) of the Company
Disclosure Letter sets forth all actions that are necessary (including filing of documents or payment of fees) within ninety (90) days
after the Closing Date to maintain or preserve the validity, scope, or status of any Scheduled Intellectual Property.


 






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(b)            The
Company and the OEG Subsidiaries (i) solely and exclusively own all Company-Owned Intellectual Property, free and clear of all Liens,
other than Permitted Liens; and (ii) have a valid and enforceable right to Use, free and clear of all Liens, other than Permitted
Liens, all other Company Intellectual Property Used, held for Use in or otherwise necessary for the conduct of the OEG Business as currently
conducted. The Company’s and OEG Subsidiaries’ rights to the Company Intellectual Property are valid, enforceable, and subsisting
and are not subject to any outstanding Order, Contract, or Proceeding adversely affecting their respective Use thereof or rights thereto.
Except as set forth on Section 3.14(b) of the Company Disclosure Letter: (1) neither the Company nor any OEG Subsidiary
has granted to any Person or authorized any Person to retain any rights in any Company-Owned Intellectual Property; and (2) the
Company-Owned Intellectual Property and the Inbound IP-Licenses constitute all of the Intellectual Property Used, held for Use in or
otherwise necessary to the conduct of the OEG Business as currently conducted.


 


(c)            Except
as otherwise set forth in Section 3.14(c) of the Company Disclosure Letter, (i) the operation of the OEG Business
and the Company-Owned Intellectual Property has not infringed, misappropriated, or otherwise violated, and is not infringing, misappropriating,
or otherwise violating, the Intellectual Property rights of any third party; (ii) since January 1, 2019, there has not been
any, and there is not any Proceeding pending or threatened in writing against the Company or any OEG Subsidiary with respect to the actual
or alleged infringement, misappropriation, or other violation by the Company or any OEG Subsidiary of any Intellectual Property rights
of any third party; and (iii) since January 1, 2019, there has not been any and there is not any Proceeding pending or threatened
in writing by the Company or any OEG Subsidiary against a third party with respect to the ownership, Use, validity, scope, registrability,
enforceability, or actual or alleged infringement, misappropriation, or other violation of any material Company-Owned Intellectual Property.


 


(d)            To
the Knowledge of the Company, no Person has violated, misappropriated, or infringed or is violating, misappropriating, or infringing
any of the material Company Intellectual Property.


 


(e)            The
Company and the OEG Subsidiaries solely and exclusively own all Intellectual Property that has been developed by current and former employees
and independent contractors who contributed to the creation or development of Intellectual Property for or on behalf of the Company or
the OEG Subsidiaries.






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(f)            The
Company and the OEG Subsidiaries have taken commercially reasonable steps in accordance with normal industry practice to maintain, enforce,
and protect the confidentiality of all material Company-Owned Intellectual Property the value of which to the OEG Business is contingent
upon maintaining the confidentiality thereof.


  


(g)            Except
as otherwise set forth in Section 3.14(g) of the Company Disclosure Letter, neither this Agreement, the Ancillary Agreements
nor the transactions contemplated thereby will result in any of Purchaser, the Company and the OEG Subsidiaries (i) granting to
any third party any right to or regarding any material Company-Owned Intellectual Property; or (ii) being obligated to pay any royalties
or other amounts to any Person in excess of those payable by the Company and the OEG Subsidiaries prior to the Closing Date. The consummation
of the transactions contemplated by this Agreement will not result in the loss of, or alter, encumber, impair, extinguish or otherwise
adversely affect, any ownership rights of the Company and the OEG Subsidiaries in, or any other rights of the Company or the OEG Subsidiaries
to Use, any material Company-Owned Intellectual Property or result in the breach or termination of any Contract to which the Company
or any OEG Subsidiary is a party with respect to any material Company Intellectual Property (including any IP Licenses) in each such
case that is material to the OEG Business.


 


(h)            The
Company and the OEG Subsidiaries possess all necessary rights to Use all computers, Software, firmware, middleware, servers, workstations,
routers, hubs, switches, data communication lines, systems and all other information technology equipment, and associated documentation,
owned by or licensed or leased to the Company or the OEG Subsidiaries or Used or held for Use that is material to the operation of the
OEG Business as currently conducted (the “Systems”). The Systems operate and perform in all material respects in accordance
with their documentation and functional specifications and in a manner that permits the Company and the OEG Subsidiaries to conduct the
OEG Business. To the Knowledge of the Company, none of the Systems contain any disabling or destructive code or instructions or virus
that is designed or intended to have or be capable of resulting in disrupting, disabling, or otherwise impeding the operation of the
Systems or damaging or destroying any data or file without the user’s consent. The Company and the OEG Subsidiaries have implemented
reasonable actions to protect the confidentiality, integrity, and security of the Systems (and all information and transactions stored
or contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or corruption, including
the implementation of reasonable backup, security, disaster recovery, and business continuity technology consistent with standard industry
practices in all material respects.


 


(i)            Except
as set forth on Section 3.14(i) of the Company Disclosure Letter, since January 1, 2019, there has been no material
unauthorized access, use, interruption, intrusion, modification, corruption, or breach of security, or failure, breakdown, performance
reduction, or other adverse event affecting the Systems (or any information or transactions stored or contained therein or transmitted
thereby). The Company and the OEG Subsidiaries have at all times since January 1, 2019 complied, and are currently in compliance,
in all material respects with all applicable Legal Requirements contained in any Contract to which the Company or any of the OEG Subsidiaries
is bound, in each case, relating to (i) the privacy of the users of the products, services and websites of the OEG Business and/or
(ii) the collection, use, storage, processing and disclosure of any personally-identifiable information and other confidential data
or information collected or stored by or on behalf of the OEG Business. As of the Closing Date, there are no Proceedings pending or,
to the Knowledge of the Company, threatened in writing against the Company or any of the OEG Subsidiaries by any Person alleging a violation
of such Person’s privacy, personal or confidentiality rights under any applicable Legal Requirements or Contracts.


 






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3.15            Contracts.


 


(a)            Section 3.15(a) of
the Company Disclosure Letter sets forth a complete and accurate list of Contracts to which the Company or any of the OEG Subsidiaries
(or, to the extent related to the OEG Business, Ultimate Parent or any of its other Subsidiaries) is a party to or to which any of their
properties (to the extent relating to the OEG Business) is bound or subject or that is used primarily in the conduct of, entered into
primarily for the benefit of or for which the primary liabilities lies with, the OEG Business, in each case, that fall within the following
categories and existing as of the date hereof (each Contract listed or required to be listed on Section 3.15(a) or Section 3.15(b) of
the Company Disclosure Letter, collectively, the “Material Contracts”):


 


(i)            any
Contract that provides for (1) aggregate payments in excess of $750,000 in 2021 or any fiscal year thereafter or (2) $2,500,000
in the aggregate during the term thereof;


 


(ii)            any
employment agreement, offer letter or other Contract providing for change in control, retention or other similar payments or benefits
to any current Company Employee with annual base compensation of at least $250,000;


 


(iii)            any
Collective Bargaining Agreement;


 


(iv)            any
lease for Leased Real Property;


 


(v)            any
Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) that
was entered into since January 1, 2019 and pursuant to which the Company or any OEG Subsidiary or the OEG Business has material
ongoing obligations;


 


(vi)            any
Contract that (y) restricts the Company or any OEG Subsidiary from engaging, or competing with any Person, in any line of business
in any geographic area or (z) restricts the Company or any OEG Subsidiary or the OEG Business from soliciting any customer, employee
or other service provider;


 


(vii)            any
Contract that contains any material exclusivity provision in favor of another Person or any material sole requirements provision in favor
of another Person;


 


(viii)            any
Contract that grants, or agrees to grant, any Person any rights of first refusal, rights of first offer or any similar rights with respect
to any material asset of the Company or any OEG Subsidiary or the OEG Business;






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(ix)            any
Contract that grants, or agrees to grant, any customer a right to “most favored nation”, preferred pricing or other similar
preferential terms;


 


(x)            any
Contract pursuant to which the Company or any OEG Subsidiary or the OEG Business has agreed to settle, waive, or otherwise compromise
any pending or threatened Proceeding or investigation and under which the Company or any OEG Subsidiary or the OEG Business has any material
continuing obligations;


 


(xi)            any
Contract with a Material Supplier, other than purchase or sale orders;


 


(xii)            any
Related Party Agreement;


 


(xiii)            any
settlement, conciliation or similar agreement with any Governmental Body or pursuant to which the Company or any OEG Subsidiary or the
OEG Business will have any material outstanding obligations after the date of this Agreement;


 


(xiv)            any
Contract for capital expenditures or the acquisition or construction of fixed assets in excess of $750,000;


 


(xv)            any
Contract (other than Contracts in respect of the Debt Financing or evidencing Indebtedness assumed in connection with the Block 21 Acquisition)
relating to (x) Indebtedness for borrowed money by the Company or any OEG Subsidiary, (y) the guaranty by the Company or any
OEG Subsidiary of another Person’s (other than the Company or any OEG Subsidiary) Indebtedness for borrowed money or (z) other
similar obligation for or relating to lending or borrowing of money, including any notes, mortgages, indentures and other obligations,
guarantees of performance, agreements and instruments to which the Company or any OEG Subsidiary is a party, in each case with an outstanding
principal balance in excess of $750,000;


 


(xvi)            any
Contract granting any Person a Lien (other than a Permitted Lien) on all or any material part of the tangible assets or properties of
the Company, any OEG Subsidiary or the OEG Business;


 


(xvii)            any
material IP License other than In-Bound IP Licenses for commercially available off-the-shelf Software or Out-Bound IP Licenses for non-exclusive
licenses granted in the ordinary course of the OEG Business; and


 


(xviii)            any
Contract involving the operation of any joint venture, partnership entity, strategic alliance or similar arrangements that involve sharing
of profits and losses.


 


(b)            Section 3.15(b) of
the Company Disclosure Letter sets forth each Contract (other than the Services Agreement and any other applicable Ancillary Agreement),
(i) to which Ultimate Parent or any of its Subsidiaries (other than the Company and the OEG Subsidiaries) is a party (and none of
the Company and the OEG Subsidiaries are a party), and (ii) which (A) involves material expense payable by, allocable to or
otherwise for the account of the OEG Business or the Company or any OEG Subsidiary for goods, products or services that are directly
or indirectly provided or rendered by a Person other than Ultimate Parent or any of its Subsidiaries, (B) involves a material amount
of revenue received by or for the account of the OEG Business or the Company or any OEG Subsidiary, or (C) is otherwise material
to the OEG Business, in each case, except for items or services provided to the Company or the OEG Subsidiary pursuant to the Services
Agreement (excluding for these purposes, “Additional Services” as defined in the Services Agreement).


 






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(c)            The
Company has made available to Purchaser a true and complete copy of each Material Contract. Each Material Contract is a valid and
binding obligation of Ultimate Parent or its applicable Subsidiary party to such Material Contract, enforceable against such Person
in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exceptions, is in full force and effect, and,
except as set forth on Section 3.15(c) of the Company Disclosure Letter, will continue to be so enforceable and in
full force and effect on identical terms following the consummation of the transactions contemplated hereby. Neither Ultimate Parent
and its Subsidiaries nor, to the Knowledge of the Company, any other party to such Material Contract is in material breach or
default of any provision under such Material Contract, and to the Knowledge of the Company, no event has occurred or circumstance
exists which, with the passage of time or the giving of notice or both, would constitute a material default or breach, or permit the
termination, modification or acceleration of any right of obligation under any Material Contract. Ultimate Parent and its
Subsidiaries have not received any written, or, to the Knowledge of the Company, oral notice regarding any actual or possible
material violation or breach of or default under, or intention to cancel or modify, any Material Contract; provided, that for
purposes of this Section 3.15(c) (except for the first sentence hereof), the reference to “Material
Contract” shall include any Contract entered into after the date hereof and prior to the Closing that would constitute a
Material Contract if entered into prior to the date hereof.


 


3.16            Sufficiency
of Assets. Except with respect to assets, services and rights (including Intellectual Property) that will be made available to the
Company and the OEG Subsidiaries pursuant to the Services Agreement or the WSM Arrangement, as of the Closing, the personnel employed
by, and the assets, properties and rights (including Intellectual Property and Permits) owned, licensed or leased by the Company and
the OEG Subsidiaries constitute, in all material respects, all of the personnel, and the assets, properties and rights used in the conduct
of the OEG Business and are sufficient to conduct the OEG Business as conducted as of the date hereof and as of the Closing, in each
case, in all material respects. The tangible assets used in the OEG Business are in operable condition and repair (ordinary wear and
tear excepted) in all material respects and are usable in the ordinary course of business consistent with past practice. The Company
and the OEG Subsidiaries have good and valid title, free and clear of all Liens (other than Permitted Liens or as a result of the Financing
Agreements), to (or a valid contractual right to use or possess) all of the material assets (including Intellectual Property) (a) reflected
on the Most Recent Balance Sheet or (b) used or held for use in the conduct of the OEG Business.


 






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3.17            Debt
Commitment Letter; Senior Credit Facility Amendment.


 


(a)            The
Company has delivered to Purchaser a true, complete and fully executed copy of the Debt Commitment Letter from the Financing Sources
party thereto confirming their respective commitments to provide the Company with the Debt Financing subject to the terms and conditions
set forth therein. The Debt Commitment Letter is in full force and effect and is a valid and binding obligation of the Company and, to
the Knowledge of the Company, the other parties thereto in accordance with its terms (subject to the Bankruptcy and Equity Exception).
As of the date hereof, the Debt Commitment Letter has not been amended or modified, and, to the Knowledge of the Company, the respective
commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded or otherwise modified. All fees (if any) required
to be paid under the Debt Commitment Letter at or prior to the Closing will be paid in full at or prior to the Closing. There are no
conditions precedent directly or indirectly related to the funding of the full amount of the Debt Financing other than as expressly set
forth in the Debt Commitment Letter. Other than the Debt Commitment Letter, there are no written contracts, arrangements or understandings
entered into by the Company or any of its Affiliates related to the funding of the Debt Financing (except for customary engagement letters
or non-disclosure agreements that do not impact the conditionality or amount of the Debt Financing).


 


(b)            RHP
Operating Partnership has delivered to Purchaser a true, complete and fully executed copy of the Senior Credit Facility Amendment. The
Senior Credit Facility Amendment is in full force and effect and is a valid and binding obligation of RHP Operating Partnership and its
Affiliates party thereto and, to the Knowledge of the Company, the other parties thereto in accordance with its terms (subject to the
Bankruptcy and Equity Exception). The Senior Credit Facility Amendment has not been amended or modified. All fees (if any) required to
be paid under the Senior Credit Facility Amendment at or prior to the Closing will be paid at or prior to the Closing. There are no conditions
precedent directly or indirectly related to the effectiveness of the amendments contemplated by the Senior Credit Facility Amendment
other than as expressly set forth in the Senior Credit Facility Amendment. Other than the Senior Credit Facility Amendment, there are
no written contracts, arrangements or understandings entered into by the Company or any of its Affiliates related to the amendments contemplated
thereby.


 


3.18            Material
Suppliers.


 


(a)            Section 3.18(a) of
the Company Disclosure Letter sets forth a complete list of: the ten largest suppliers of the OEG Business based on (i) the aggregate
amount of purchases made by the Company and/or the OEG Subsidiaries with respect to each such Material Supplier for the fiscal year ended
December 31, 2020 and (ii) the aggregate amount of purchases made by the Company and/or the OEG Subsidiaries with respect to
each such Material Supplier for the eleven-month period ended November 30, 2021 (collectively, the “Material Suppliers”)
and sets forth opposite the name of each Material Supplier, the amount of purchases made as described in the foregoing clauses (i) and
(ii).


 


(b)            Within
the last twelve months, (i) no Material Supplier has notified Ultimate Parent or any of its Subsidiaries in writing or, to the Knowledge
of the Company, otherwise notified Ultimate Parent or any of its Subsidiaries orally that it intends to terminate, or materially diminish
or reduce the level of, or unfavorably alter terms (including price or margins) of its business relationship with the Company or any
of the OEG Subsidiaries or the OEG Business, and (ii) there have been no material disputes with any Material Supplier.


 






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3.19            Insurance
Coverage. Each material insurance policy and fidelity bond relating to the assets, business, operations, employees, officers or directors
of the Company, the OEG Subsidiaries or the OEG Business maintained by Ultimate Parent or any of its Subsidiaries (the “Material
Insurance Policies”), together with the type of coverage, the carrier, whether such policy is occurrence based, on a claims-made
basis or otherwise, the deductible and the limits of coverage for each Material Insurance Policy is set forth on Section 3.19
of the Company Disclosure Letter. All of the Material Insurance Policies are in full force and effect and all premiums due and payable
thereon have been paid in full, and Ultimate Parent and its Subsidiaries have complied with the terms and conditions of the Material
Insurance Policies to the extent relating to the Company or the OEG Subsidiaries, except as is not material to the Company and the OEG
Subsidiaries taken as a whole. There is no claim by Ultimate Parent or any of its Subsidiaries with respect to the Company or the OEG
Subsidiaries pending under any of the foregoing insurance policies as to which coverage has been questioned, denied or disputed by the
underwriters of such policies or in respect of which such underwriters have reserved their rights, in each case, in writing and, except
as is not material to the Company, the OEG Subsidiaries or the OEG Business, taken as a whole.


 


3.20            Affiliate
Transactions. Except for the Ancillary Agreements, Section ‎3.20 of the Company Disclosure Letter sets forth a
true, correct and complete list as of the date hereof of (i) all Contracts by and between the Company or any of the OEG Subsidiaries,
on the one hand, and Ultimate Parent or any of its Subsidiaries (other than the Company and the OEG Subsidiaries), on the other hand,
and (ii) all Contracts pursuant to which Ultimate Parent or any of its Subsidiaries (other than the Company and the OEG Subsidiaries)
otherwise provides or receives any assets, properties, support, rights, benefits or other services to or from the OEG Business (collectively,
 “Related Party Agreements”).


 


3.21            Circle
Media.


 


(a)            As
of the date hereof, (i) Circle offers an interconnected program service on a regular basis for fifteen (15) or more hours per week
to at least twenty-five (25) affiliated television licensees in ten (10) or more states in the United States; (ii) to the Knowledge
of the Company, there is no basis for, or set of facts or circumstances which would cause, Circle to not qualify as a “network”
for purposes of Section 73.3613 of the Federal Communications Laws, and (iii) Circle distributes its programming to television
broadcast stations through network affiliation agreements (the “Circle Network Agreements”).


 


(b)            As
of the date hereof, with the exception of discrete, individual programs aired from time to time on the primary feed of certain television
broadcast stations, Circle distributes its network programming feed to television broadcast stations through the Circle Network Agreements
through the linear multicast channels of the television broadcast stations with which it is affiliated, as well as through multichannel
video programming distributors, including Dish Network and cable providers, and over-the-top services such as Roku and Samsung TV. Circle’s
network programming feed is not carried on the primary channel of any of its affiliated stations apart from the exceptions described
above in this paragraph.


 


(c)            Circle,
either directly or indirectly, is not a financial creditor to, nor has any ownership interests in, any television broadcast station.


 






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3.22            No
Additional Representations and Warranties. Except as provided in this Agreement, any Ancillary Agreement or in any certificate delivered
pursuant to this Agreement, no RHP Party nor any other Person makes, has made or will make any express or implied representation or warranty
with respect to the Company or any of the OEG Subsidiaries or its or their respective businesses, operations, assets, liabilities, condition
(financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular,
without limiting the foregoing disclaimer, except for the representations and warranties made by the RHP Parties and their respective
Affiliates in this Agreement, any Ancillary Agreement or in any certificate delivered pursuant to this Agreement, neither the Company
nor any other Person makes or has made any representation or warranty to Purchaser or Purchaser Guarantor or any of their Affiliates
or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to
the Company or any of the OEG Subsidiaries or the transactions contemplated hereby or its or their respective businesses or operations
or (ii) any oral or written information furnished or made available to Purchaser or Purchaser Guarantor or any of their Affiliates
or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the consummation
of the transactions contemplated hereby, including the accuracy, completeness or currency thereof. NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, NOTHING IN THIS SECTION 3.22 OR SECTION 4.8 SHALL PREVENT, LIMIT OR PRECLUDE A CLAIM RELATING
TO FRAUD.


 


3.23            Non-Reliance.
Notwithstanding anything contained in this Agreement to the contrary, the Company (on its behalf and on behalf of its Affiliates) acknowledges
and agrees that none of Purchaser, Purchaser Guarantor and any other Person is making any representations or warranties whatsoever, express
or implied, at law or in equity, relating to Purchaser, Purchaser Guarantor or their respective business or operations beyond those expressly
given by Purchaser and Purchaser Guarantor in Article IV, in any certificate delivered pursuant to this Agreement and as
set forth in any Ancillary Agreement, and the Company and its Affiliates are not relying on any other representations or warranties not
expressly made by Purchaser or Purchaser Guarantor in Article IV, or in any certificate delivered pursuant to this Agreement
or as set forth in any Ancillary Agreement.


 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER


 


Each
of Purchaser and Purchaser Guarantor represents and warrants to the Company as of the date hereof that:


 


4.1            Organization
and Good Standing. Each of the Purchaser and Purchaser Guarantor is a corporation or limited liability company duly organized, validly
existing and, to the extent applicable, in good standing under the Legal Requirements of the jurisdiction of its organization and has
the requisite corporate or other entity power and authority under the Legal Requirements of its state of formation to carry on its business
as it is now being conducted.


 


4.2            Authority.
Purchaser and Purchaser Guarantor have all necessary corporate or entity power and authority under the Legal Requirements of their states
of formation to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and
performance by Purchaser and Purchaser Guarantor of each of their respective obligations pursuant to this Agreement and the consummation
of the transactions contemplated hereby have been duly and validly authorized by the board of directors or managers (or similar governing
body) of Purchaser and Purchaser Guarantor and, to the extent required by applicable Legal Requirements, the holders of Equity Interests
of Purchaser and Purchaser Guarantor, and no other corporate or entity proceedings on the part of Purchaser or Purchaser Guarantor are
necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and
delivered by each of Purchaser and Purchaser Guarantor, and assuming due power and authority of, and due execution and delivery by, the
Company, constitutes a valid and binding obligation of each of the Purchaser and Purchaser Guarantor, enforceable against each of the
Purchaser and Purchaser Guarantor in accordance with its terms, subject to the Bankruptcy and Equity Exception.


 






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4.3            No
Conflict. The execution and delivery of this Agreement by each of Purchaser and Purchaser Guarantor do not and the consummation by
Purchaser and Purchaser Guarantor of the transactions contemplated hereby will not (a) conflict with or violate any provision of
the certificate or articles of incorporation or bylaws (or comparable governance documents) of Purchaser and Purchaser Guarantor or (b) assuming
(i) that all Company Approvals set forth in Section 3.4(a) of the Company Disclosure Letter have been obtained,
(ii) any applicable filing requirement under any Competition Law or Federal Communications Laws have been made and any waiting periods
in connection therewith have terminated or expired, and (iii) compliance with, and filings under, any applicable requirements of
the Federal Communications Laws, (x) violate, conflict with, result in the loss of any benefit under, constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default) under, give rise to a right of termination under, or
result in the creation of any Lien upon any of the respective properties or assets of Purchaser or Purchaser Guarantor under, any Contract
to which Purchaser or Purchaser Guarantor is a party, or by which they or any of their respective properties or assets are bound or affected
or (y) conflict with or violate any Legal Requirements applicable to Purchaser or Purchaser Guarantor or any of their respective
properties or assets, other than, in the case of clause (b), any such violation, conflict, loss, default, right or Lien that would not
reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.


 


4.4            Investment
Purpose. Purchaser is acquiring the Purchased Interests solely for the purpose of investment and not with a view to, or for offer
or sale in connection with, any distribution thereof other than in compliance with all applicable Legal Requirements, including United
States securities laws. Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under
the Securities Act.


 


4.5            Availability
of Funds. Purchaser Guarantor has the financial capability and shall have as of the Closing and as of the time any payment is required
to be made to the Company hereunder, sufficient unrestricted cash on hand (without giving effect to any unfunded financing regardless
of whether any such financing is committed) necessary to (a) consummate the transactions contemplated hereby on the terms and subject
to the conditions set forth herein, including the payment of the full consideration and amounts payable by Purchaser hereunder, (b) to
make all other necessary payments by Purchaser in connection with the transactions contemplated hereby, and (c) to pay all of its
fees and expenses. Purchaser has and shall have as of the Closing, the resources and capabilities (financial or otherwise) to perform
its obligations hereunder and has not incurred any obligation, commitment, restriction or liability of any kind that would impair or
adversely affect such resources and capabilities. Without limiting the conditions set forth in Article VI, the obligations
of Purchaser under this Agreement are not subject to any conditions regarding Purchaser’s or any of its Affiliates’ ability
to obtain financing for the consummation of the transactions contemplated hereby.


 






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4.6            Brokers
and Finders’ Fees. Except for Moelis & Company, whose fees and expenses and other amounts payable will be paid by
Purchaser, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf
of Purchaser or its Affiliates that might be entitled to any fee in connection with the transactions contemplated hereby.


 


4.7            R&W
Policy. Purchaser has obtained a conditional binder for a transaction representations and warranties insurance policy that includes
a waiver of subrogation rights in the form attached hereto as Exhibit G (including any replacement transaction representations
and warranties insurance policy obtained in accordance with Section 5.11, the “R&W Policy”).


 


4.8            No
Additional Representations and Warranties. Except as provided in this Agreement, any Ancillary Agreement or in any certificate delivered
pursuant to this Agreement, none of Purchaser, Purchaser Guarantor and any other Person makes, has made or will make any express or implied
representation or warranty with respect to Purchaser, Purchaser Guarantor or their respective businesses, operations, assets, liabilities,
condition (financial or otherwise) or prospects, and each of Purchaser and Purchaser Guarantor hereby disclaims any such other representations
or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Purchaser
and Purchaser Guarantor in this Agreement, any Ancillary Agreement or in any certificate delivered pursuant to this Agreement, none of
Purchaser, Purchaser Guarantor and any other Person makes or has made any representation or warranty to the Company or any of its Affiliates
or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to
Purchaser, Purchaser Guarantor or any of their respective Subsidiaries or the transactions contemplated hereby or its or their respective
businesses or operations or (ii) any oral or written information furnished or made available to the Company or any of their Affiliates
or Representatives in the course of their due diligence investigation of Purchaser and Purchaser Guarantor, the negotiation of this Agreement
or the consummation of the transactions contemplated hereby, including the accuracy, completeness or currency thereof. NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, NOTHING IN THIS SECTION 4.8 OR SECTION 3.22 SHALL PREVENT, LIMIT OR PRECLUDE
A CLAIM RELATING TO FRAUD.


 


4.9            Non-Reliance.
Notwithstanding anything contained in this Agreement to the contrary, Purchaser and Purchaser Guarantor (on their behalf and on behalf
of their respective Affiliates) acknowledge and agree that neither the RHP Parties nor any other Person is making any representations
or warranties whatsoever, express or implied, at law or in equity, relating to the Company, the OEG Subsidiaries or its or their respective
business or operations beyond those expressly given by the RHP Parties and their respective Affiliates in this Agreement or in any certificate
delivered pursuant to this Agreement or in any Ancillary Agreement, and Purchaser and Purchaser Guarantor and their respective Affiliates
are not relying on any other representations or warranties not expressly made by the RHP Parties and their respective Affiliates in this
Agreement or in any certificate delivered pursuant to this Agreement or in any Ancillary Agreement.


 






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ARTICLE V

COVENANTS


 


5.1            Conduct
of Business.


 


(a)            Between
the date of this Agreement and the Closing Date (or such earlier date on which this Agreement may be terminated in accordance with Section 7.1),
except (i) to the extent required by applicable Legal Requirement or to comply with any Order from a Governmental Body, (ii) as
otherwise expressly contemplated or required by this Agreement (including pursuant to the Debt Financing), (ii) as set forth on
Section 5.1 of the Company Disclosure Letter, or (iii) with the prior written consent of Purchaser (which shall not
be unreasonably withheld, conditioned or delayed), RHP Operating Partnership (solely with respect to the OEG Business or the Company
or the OEG Subsidiaries) shall and the Company shall, and the Company shall cause each of the OEG Subsidiaries to and RHP Operating Partnership
shall (solely with respect to the OEG Business or the Company or the OEG Subsidiaries) cause each of its other Subsidiaries to,
(1) carry on their respective businesses in the ordinary course consistent in all material respects with past practice and (2) preserve
their respective material relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings
with the Company or any OEG Subsidiary or the OEG Business, as applicable.


 


(b)            Without
limiting the generality of the foregoing, from the date hereof until the Closing, except as otherwise required by this Agreement and
pursuant to the Debt Financing or required by applicable Legal Requirements, as set forth in Section 5.1 of the Company Disclosure
Letter or with the prior written consent of Purchaser (which shall not be unreasonably withheld, conditioned or delayed), RHP Operating
Partnership (solely with respect to the OEG Business or the Company or the OEG Subsidiaries) shall not and the Company shall not, and
the Company shall cause each of the OEG Subsidiaries and Circle, including any Subsidiary of Circle (where specified below) not to and
RHP Operating Partnership shall (solely with respect to the OEG Business or the Company or the OEG Subsidiaries) cause each of its other
Subsidiaries not to:


 


(i)            amend
(whether by merger, consolidation or otherwise) the certificate of incorporation, bylaws, limited liability agreement or equivalent organizational
documents of the Company or any of the OEG Subsidiaries;


 


(ii)            (A) split,
combine or reclassify any Company Securities or Equity Interests of any OEG Subsidiary, (B) declare, set aside or pay any dividend
or other distribution, other than the Distribution or (C) purchase, redeem, or otherwise acquire, or offer to purchase, redeem,
or otherwise acquire, outstanding Equity Interests of the Company or any OEG Subsidiary;


 


(iii)            issue,
deliver, sell, grant, pledge or otherwise encumber or subject to any Lien, any of its Equity Interests of the Company or any OEG Subsidiary,
or any options, warrants, convertible securities or other rights of any kind to acquire any such Equity Interests of the Company or any
OEG Subsidiary, except for any such transaction by a wholly owned OEG Subsidiary which remains a wholly owned OEG Subsidiary after consummation
of such transaction;


 






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(iv)            acquire
(by merger, consolidation, acquisition of stock or assets, or otherwise) any corporation, partnership, or other business organization
or Person or any property or assets of any Person that would be material to the Company and the OEG Subsidiaries, taken as a whole, other
than acquisitions of inventory, equipment, or other assets in the ordinary course of business;


 


(v)            other
than in the ordinary course of business, directly or indirectly sell, lease, license, sell and leaseback, abandon, mortgage or otherwise
encumber or subject to any Lien or otherwise dispose of in whole or in part, any Real Property or other material assets of the Company
and any OEG Subsidiaries (other than to another OEG Subsidiary) or abandon such assets, other than in the ordinary course of business;
provided, that the foregoing shall not limit any activities of the Company or any OEG Subsidiary in connection with grants of
Liens in connection with the Debt Financing or in connection with the Block 21 Acquisition;


 


(vi)            modify
or amend, or permit the Ultimate Parent to modify or amend, in any material manner any Contract related to the Block 21 Acquisition;
provided that Purchaser hereby expressly consents to any amendment to the Block 21 Purchase Agreement that would extend the Closing Date
(as defined in the Block 21 Purchase Agreement) to a date no later than ninety (90) days after May 31, 2022;


 


(vii)            cancel,
amend, modify, terminate, or grant a waiver of any material rights under any Material Contract, other than the expiration of such Material
Contract in accordance with its terms or amendments, modifications, or waivers in the ordinary course of business, or enter into any
new contract, agreement or understanding that would be a Material Contract if entered into prior to the date hereof (other than with
respect to any Material Contract entered into in the ordinary course of business in accordance with past practice);


 


(viii)            sell
or otherwise transfer any Owned Real Property, or purchase any real property;


 


(ix)            other
than in connection with the Debt Financing or the Block 21 Acquisition, incur, create, assume or otherwise become liable for, any contractual
indebtedness for borrowed funds other than pursuant to intercompany borrowings that will either be (i) settled in full or terminated
or canceled at or before the Closing, or (ii) wholly among the Company and its wholly owned OEG Subsidiaries or wholly among the
Company’s wholly owned OEG Subsidiaries that, in each case, will remain wholly owned by the Company at the Closing;


 


(x)            declare
any distribution to the RHP Member (other than the Distribution or any other distributions satisfied prior to the Closing);


 


(xi)            adopt
a plan or agreement of complete or partial liquidation or dissolution with respect to the Company or any OEG Subsidiary;


 


(xii)            make
any change to a material Tax accounting method, except as may be appropriate to conform to changes in applicable Legal Requirements,
make, revoke or change any material tax election, amend any income or other material Tax Return, enter into any closing agreement with
respect to or settle, compromise, concede or abandon any material Tax claim or assessment relating to the Company, any OEG Subsidiary
or the assets held for use in the OEG Business, or surrender any right to claim a refund of a material amount of Taxes;


 






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(xiii)            make
any investment in another Person, other than investments in the Company or any OEG Subsidiary;


 


(xiv)            cause,
effect, or permit the transfer of the FCC Licenses (as defined in the Option Agreement) to the Company or any OEG Subsidiary;


 


(xv)            cause,
effect, or permit the Company, any of the OEG Subsidiaries, or Circle or any Subsidiary of Circle, to acquire (i) a license issued
by the FCC that is subject to an ownership restriction under the Federal Communications Laws; (ii) directly or indirectly, (a) any
attributable interest, or (b) any interest subject to the equity and/or debt plus broadcast attribution rule, under the Federal
Communications Laws in any Person (whether by merger, purchase of stock or other debt or equity ownership, purchase of assets or otherwise)
that holds a license issued by the FCC that is subject to an ownership restriction under the Federal Communications Laws; or (iii) directly
or indirectly, any ownership interest (whether by merger, purchase of stock, purchase of assets, or otherwise) that would be subject
to a foreign ownership restriction under the Federal Communications Laws;


 


(xvi)            cause,
effect, or permit Circle or any Subsidiary of Circle to enter into (i) any time brokerage, local marketing agreement, joint sales
agreement, or other shared services agreement with a television broadcast station; or (ii) any other agreement with a television
broadcast station that would cause Circle, the Company, Purchaser Guarantor, or any member of the Comcast Group (as such term is defined
in the LLC Agreement) to be attributed with such television broadcast station under the Federal Communications Laws. For the avoidance
of doubt, the immediately foregoing clause applies to agreements with television broadcast stations that are inconsistent with the Purpose
of Circle Media, LLC, as defined in Section 2.3(a) of the Limited Liability Company Agreement of New Country Ventures, LLC,
dated April 22, 2019 (“The Service Content (I) will be available on linear multicast or diginet channels, including pursuant
to the Gray Carriage Agreement, and (II) may be available on SVOD and/or OTT platforms.”);


 


(xvii)            if
the Block 21 Acquisition has closed prior to the Closing, transfer any current assets, current liabilities, cash or cash equivalents
of the Block 21 Service Company that would be reflected in the definition of “Closing Net Working Capital” to any other Person
acquired in connection with the Block 21 Acquisition such that such current assets or current liabilities would not be reflected in the
definitions of “Closing Net Working Capital” or “Closing Cash” or transfer any current assets, current liabilities,
cash or cash equivalents of any other Person acquired in connection with the Block 21 Acquisition that would not be reflected in the
definitions of “Closing Net Working Capital” or “Closing Cash” to the Block 21 Service Company, the Company or
any OEG Subsidiary such that such current assets or current liabilities would be reflected in the definition of “Closing Net Working
Capital”;


 






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(xviii)            if
the Block 21 Acquisition has closed prior to the Closing, make any distributions of cash held by any entity acquired in the Block 21
Acquisition to the RHP Member or any of its Affiliates (other than any entity acquired in the Block 21 Acquisition); or


 


(xix)            authorize
any of, or commit, resolve or agree to take any of, the foregoing actions.


 


(c)            To
effectuate the covenants in foregoing paragraphs (xv) and (xvi), Company shall provide Purchaser written advance notice of, and
the opportunity to review, the material terms of any action or agreement subject to those rights, and Purchaser shall promptly provide
Company with a written explanation of any reasonable basis to withhold its approval of such action or agreement.


 


5.2            Acquisition
Proposal. From the date of this Agreement until the earlier of (a) the Closing and (b) the date of termination of this
Agreement in accordance with Section 7.1, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall
it authorize or permit any of its Representatives acting on its behalf to, directly or indirectly, (i) solicit, initiate, negotiate,
endorse or knowingly encourage, or knowingly facilitate any inquiries or the making of an Acquisition Proposal, (ii) participate
in any discussions, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or
otherwise knowingly cooperate in any way, assist or participate in, or knowingly facilitate or encourage the submission of, any proposal
that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal (iii) enter into any agreement with respect
to any Acquisition Proposal or enter into any agreement requiring it to abandon, terminate or fail to consummate the transactions contemplated
by this Agreement or (iv) or resolve, agree or propose to do any of the foregoing. The Company and the OEG Subsidiaries shall, and
shall cause its and their respective officers, directors or employees or any Affiliate, investment banker, financial advisor, attorney,
accountant or other representative retained by the Company or any of its Subsidiaries (collectively, “Representatives”)
to, immediately cease all existing activities, discussions, negotiations or other communications with any Persons conducted heretofore
with respect to any of the foregoing, and shall promptly terminate access to any information furnished or made available to any Persons
other than Purchaser and its Affiliates prior to the date hereof with respect to any of the foregoing.


 


5.3            Confidentiality.
Purchaser and Purchaser Guarantor shall keep all information of Ultimate Parent and the Company and their Affiliates confidential, in
accordance with the terms of the letter agreement dated May 26, 2021, by and between Ultimate Parent and Atairos Management, L.P.
(the “Confidentiality Agreement”). Effective as of the Closing, the Confidentiality Agreement shall terminate.


 






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5.4            Governmental
Filings.


 


(a)            Between
the date of this Agreement and the Closing Date, each party shall use its reasonable best efforts to obtain all consents and approvals
of any Governmental Body and other Persons required to be obtained in connection with the consummation of the transactions contemplated
hereby prior to the Closing, including all required actions relating to the Federal Communications Laws. Each party shall (i) promptly
notify the other party of any communications such party or its Affiliates receive from any Governmental Body related to the matters that
are subject to this Agreement, (ii) provide final copies of any written materials provided to any Governmental Body (provided that
disclosure of such materials, in the sole discretion of the disclosing party, may be limited to the receiving party’s outside counsel),
and (iii) to the extent consistent with any limitations or restrictions imposed by a Governmental Body, permit Representatives of
the other party to participate in any meetings or telephone conversations with any Governmental Body related to the matters that are
subject to this Agreement; provided, that in no event shall Purchaser, Ultimate Parent, the Company or any of their respective
Affiliates be required to pay, or agree to pay, any fee or other amount, or commit or agree to commit to provide any other consideration
or make any other concession or undertaking to any Person for any such consent or approval (other than as expressly contemplated by Section 5.4(b)).


 


(b)            RHP
Member, with respect to the Company, on the one hand, and Purchaser, on the other hand, shall bear its own costs for filing and other
fees payable to a Governmental Body.


 


5.5            Access
to Information. From the date hereof until the Closing Date, RHP Operating Partnership shall, and shall cause each of its Subsidiaries
to, afford to Purchaser and its Representatives reasonable access (including for inspection and copying) during normal business hours
and upon reasonable prior notice, to all of the following: properties, assets, books, contracts, commitments, personnel and records related
to the OEG Business, the Company or any OEG Subsidiary as such Persons may reasonably request; provided, however, that (x) the
foregoing shall not require the Company to provide access to or to disclose information where such access or disclosure would result
in the waiver of any legal privilege or work-product protection (provided that such information shall be provided if such information
can, without unreasonable burden and on advice of outside legal counsel, be redacted in a manner that would not reasonably be expected
to, on advice of outside counsel, result in the waiver of any such privilege or protection) and (y) the parties may limit disclosure
to outside advisers and outside counsel to the extent necessary or advisable to comply with any applicable Legal Requirements, but subject
to the Confidentiality Agreement.


 


5.6            Reasonable
Best Efforts. Upon the terms and subject to the more specific provisions of this Agreement (including the proviso to Section 5.4(a))
set forth in this Agreement, between the date of this Agreement and the Closing, each of the Company, Purchaser, and Purchaser Guarantor
shall use its reasonable best efforts to take, or cause to be taken, all actions to cause the conditions in Article VI to
be satisfied.


 






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5.7            Notification
of Certain Matters. Until the Closing, each party hereto shall promptly notify the other parties hereto in writing of (a) any
notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions
contemplated by this Agreement, (b) any notice or other communication from any Governmental Body in connection with the transactions
contemplated by this Agreement (to the extent notification thereof to the other parties hereto is permitted by such Governmental Body),
(c) any Proceeding pending or, to the Knowledge of the Company or to Purchaser’s actual knowledge, respectively, threatened
against a party or the parties alleging claims arising from the transactions contemplated by this Agreement and (d) any material
fact, change, condition, circumstance, or occurrence or nonoccurrence of any event of which it is aware and relating to such party that
will or is reasonably likely to result in any of the conditions set forth in Article VI to the other party(ies) obligations
to close becoming incapable of being satisfied; provided, that (i) the foregoing shall not require the Company to provide
access to or to disclose information where such access or disclosure would result in the waiver of any legal privilege or work-product
protection (provided that such information shall be provided if such information can, without unreasonable burden and on advice of outside
legal counsel, be redacted in a manner that would not reasonably be expected to, on advice of outside legal counsel, result in the waiver
of any such privilege or protection) and (ii) the delivery of any notice pursuant to this Section 5.7 shall not limit
or otherwise affect the remedies available hereunder to the party giving or receiving such notice, or the representations or warranties
of, or the conditions or obligations of, the parties hereto.


 


5.8            Public
Announcements. The Company (or an Affiliate thereof) and Purchaser shall issue separate press releases announcing this Agreement
and the transactions contemplated hereby, which press releases shall describe this Agreement and the transactions contemplated hereby
in a manner reasonably satisfactory to the other party. Following such initial press releases and prior to the Closing, the Company and
Purchaser shall consult with each other before issuing (or permitting their respective Affiliates to issue), and give each other the
opportunity to review and comment upon, any press release or other public statements or statements to employees or independent contractors
of either party with respect to the transactions contemplated hereby and shall not issue any such press release or make any such public
statement prior to such consultation, except as such party may reasonably conclude may be required by applicable Legal Requirements or
stock exchange requirements or by obligations pursuant to any listing agreement with any national securities exchange; provided,
however, that the restrictions set forth in this Section 5.8 shall not apply to any release or public statement in
connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. Notwithstanding anything
to the contrary contained herein, Purchaser and its Affiliates shall be entitled to provide general information concerning this Agreement,
the Ancillary Agreements and the transactions contemplated hereby and thereby to their respective investors, limited partners and prospective
investors in connection with Purchaser’s and its Affiliates’ ordinary course fundraising, marketing or reporting or information
activities, in each case, without obtaining such prior approval.


 


5.9            Debt
Financing; Senior Credit Facility Amendment; Senior Indentures. From the date hereof until the Closing:


 


(a)            RHP
Operating Partnership shall, and shall cause its Subsidiaries to, use reasonable best efforts to arrange and to consummate the Debt Financing
as soon as reasonably practicable after the date of this Agreement on the terms described in the Debt Commitment Letter (including any
 “market flex” terms) (or such other terms as are acceptable to the Company and Purchaser), including reasonable best efforts
to (i) maintain in effect the Debt Commitment Letter, (ii) negotiate and cause the Company or the applicable OEG Subsidiaries
to enter into definitive agreements consistent with the foregoing (collectively, the “Financing Agreements”) concurrent
with the Closing, (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions that are to be satisfied by the Company
and the OEG Subsidiaries in the Debt Commitment Letter and the Financing Agreements that are within their control (including, for the
avoidance of doubt, the provision of the financial statements, pro forma balance sheet and other financial information contemplated by
paragraphs 6 and 7 of the Conditions Exhibit attached to the Debt Commitment Letter), and (iv) assuming that all conditions
contained in the Debt Commitment Letter have been satisfied, consummate the Debt Financing substantially concurrently with the Closing.
Notwithstanding the foregoing or anything else in this Agreement, in no event shall reasonable best efforts be deemed or construed to
require Company or any of its Affiliates to, and Company shall not, nor shall any of Company’s Affiliates, be required to, (1) pay
any fees materially in excess of those contemplated by the commitments under the Debt Commitment Letter (including the associated fee
letter) or (2) agree to terms of the Debt Financing that are materially less favorable in the aggregate than those contemplated
by the Debt Commitment Letter (including the associated fee letter) in effect on the date hereof.


 






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(b)            The
Company shall, upon the reasonable request of Purchaser, keep Purchaser reasonably informed with respect to all material activity concerning
the status of the Debt Financing and shall give Purchaser a notice of any material adverse change with respect to the Debt Financing
as promptly as practicable. In furtherance of the foregoing, the Company shall give Purchaser prompt notice (x) of any material
breach or material default by any party to the Debt Commitment Letter or any Financing Agreement, in each case of which the Company becomes
aware, (y) of the receipt of any written notice or other written communication, in each case received from any Financing
Source with respect to (1) any material breach of the Company’s obligations under the Debt Commitment Letter or any Financing
Agreement, or material default, termination or repudiation by any party to the Debt Commitment Letter or any Financing Agreement, or
(2) material dispute between or among any parties to the Debt Commitment Letter or any Financing Agreement, in each case set forth
this clause (b), with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at Closing
and (z) of entry into any Financing Agreement (and shall provide Purchaser with a true, complete and fully executed copy of the
same).


 


(c)            The
Company shall not permit the Debt Commitment Letter to be amended, terminated or otherwise modified in any material respect without the
prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned, or delayed). To the extent that any portion
of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including any “market
flex” terms) (other than as a result of Purchaser’s failure to satisfy the conditions set forth in Article VI),
(x) the Company shall promptly notify Purchaser and (y) RHP Operating Partnership shall, and shall cause its Subsidiaries to,
(A) use reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event, any such
portion from alternative sources (an “Alternative Financing”) on terms that (1) are no more adverse to the Company
than the existing Debt Commitment Letter (including after giving effect to any “market flex” terms) or that are otherwise
acceptable to the Company and Purchaser), (2) do not impose new or additional conditions precedent or expand upon the conditions
precedent to the Debt Financing set forth in the existing Debt Commitment Letter and (3) do not reduce the aggregate amount of available
Debt Financing set forth in the existing Debt Commitment Letter and (B) provide Purchaser with a true, complete and fully executed
copy of the new financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes,
supplements and term sheets thereto, and including any related fee letter, the “Alternative Financing Commitment Letter”).


 






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(d)            For
purposes of this Agreement (other than with respect to representations in this Agreement that speak as to the date hereof or another
specified date), references to the Debt Commitment Letter shall include the Debt Commitment Letter as permitted to be amended or modified
by this Section 5.9 from and after such amendment or modification and any Alternative Financing Commitment Letter, and, for
the avoidance of doubt, references to “Debt Financing” shall include, in whole or in part, as applicable, any replacement
or substitute financing provided for thereunder (including any Alternative Financing).


 


(e)            Prior
to the Closing, each of Purchaser and Purchaser Guarantor shall, and shall use its reasonable best efforts to cause its Affiliates and
Representatives to, cooperate with the Company in connection with the arrangement and syndication of the Debt Financing as may be reasonably
requested by the Company, including: (i) reasonably cooperating with the marketing efforts of the Company and the Financing Sources
for any portion of the Debt Financing; (ii) cooperating with the Company in the negotiation of the Financing Agreements as reasonably
requested by the Company; (iii) timely providing all documentation and other information as is requested in writing by the Company,
which relates to applicable “know your customer” and anti-money laundering rules and regulations, including the USA
PATRIOT Act; and (iv) executing customary authorizing resolutions and similar documentation. Notwithstanding the foregoing, neither
Purchaser nor Purchaser Guarantor shall be required to (1) give any guaranty or pledge any collateral with respect to the Debt Financing
provided by the Financing Sources pursuant to the Financing Agreements or (2) otherwise take any action in respect of the Debt Financing
to the extent that such action would cause any condition to Closing set forth in Article VI to fail to be satisfied or would
otherwise result in a breach of this Agreement by Purchaser or Purchaser Guarantor.


 


(f)            RHP
Operating Partnership shall, and shall use its reasonable best efforts to cause its Affiliates party thereto to, use reasonable best
efforts to (i) maintain in effect the Senior Credit Facility Amendment and (ii) satisfy, or obtain a waiver thereof, on a timely
basis all conditions to the effectiveness of the amendments contemplated thereby (including payment of any amounts required to be paid
thereunder as a condition to the effectiveness of such amendments). RHP Operating Partnership shall not permit the Senior Credit Facility
Amendment to be amended, terminated or otherwise modified in a manner that would reasonably be expected to adversely affect Purchaser
or the Company without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed).


 


(g)            RHP
Operating Partnership shall, and shall use its reasonable best efforts to cause its Affiliates party thereto to, use reasonable best
efforts to cause the Company and each OEG Subsidiary to be an “Unrestricted Subsidiary” under (and as defined in) each Senior
Indenture in the manner described on Section 5.9(g) of the Company Disclosure Letter.


 


5.10            Elimination
of Intercompany Agreements; Termination of Related Party Agreements. Effective as of the Closing, except for the Ancillary Agreements
and the transactions contemplated thereunder, any other documents, assignments and other instruments of assignment, transfer or conveyance,
contemplated by this Agreement, and except for those arrangements set forth on Section 5.10 of the Company Disclosure
Letter, Ultimate Parent shall, and cause its controlled Affiliates to, (a) settle and pay in full all intercompany accounts between
the Company or any of the OEG Subsidiaries, on the one hand, and Ultimate Parent and any of its Affiliates (other than the Company and
the OEG Subsidiaries), on the other hand, regardless of the terms of payment of such intercompany accounts, and (b) terminate all
Related Party Agreements (including any Tax Sharing Agreements), in each case of clauses (a) and (b) without further liability
or obligation (contingent or otherwise) of any party thereunder.


 






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5.11            R&W
Policy. The parties hereto acknowledge that, as of the date hereof, Purchaser has obtained a conditional binder to the R&W Policy
and shall use commercially reasonably efforts to obtain the R&W Policy and to maintain the R&W Policy in full force and effect
through the Closing (including by causing the timely payment when due of all premiums required under the R&W Policy, subject to the
other terms and provisions herein); provided that, in the event that the R&W Policy shall not be finally bound and issued
at the Closing, Purchaser shall use commercially reasonable efforts to bind a replacement transaction representations and warranties
insurance policy on comparable terms and at a comparable cost to the R&W Policy. Purchaser shall not and shall cause its Affiliates
not to, amend, modify or otherwise change, terminate or waive any provision of the R&W Policy (a) with respect to the waiver
of subrogation set forth therein, (b) in any manner that would be reasonably likely to increase or expand the ability or rights
of the insurer thereunder to bring a Proceeding against, or otherwise seek recourse from the RHP Parties, or (c) in any manner that
would be reasonably likely to reduce Purchaser’s (or its Affiliates’) access to the R&W Policy’s coverage with
respect to matters for which the Ryman Indemnifying Parties are required to provide indemnification hereunder, in each case without the
prior written consent of the RHP Parties. Purchaser shall further use commercially reasonable efforts to cause the R&W Policy to
remain in full force and effect after the Closing until the expiration thereof pursuant to its terms, including satisfying on a timely
basis all conditions necessary for the issuance of or continuance of coverage thereunder.


 


5.12            Releases.


 


(a)            Effective
as of the Closing, except for (i) any rights or obligations of the parties hereto under this Agreement, the Ancillary Agreements
or any document or certificate delivered pursuant to the express terms of this Agreement or any Ancillary Agreement, or any Related Party
Agreement set forth on Section 5.10 of the Company Disclosure Letter, or (ii) any claims against any Person in such
Person’s capacity as an employee or independent contractor of Ultimate Parent or any of its Subsidiaries, Ultimate Parent, on behalf
of itself and each of its controlled Affiliates and each of its and their respective past, present or future officers, directors, employees,
agents, general or limited partners, managers, management companies, members, advisors, stockholders, equity holders, controlling Persons,
other representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively,
the “RHP Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges the Company or
the OEG Subsidiaries, and each of the foregoing’s respective past or present officers, directors or employees, in their capacities
as such (collectively, the “OEG Released Parties”), of and from any and all actions, causes of action, suits, proceedings,
executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or implied), and claims and demands
whatsoever whether in law or in equity (whether based upon contract, tort or otherwise) that the RHP Releasing Parties may have against
each of the OEG Released Parties, now or in the future, in each case in respect of any cause, matter or thing relating to the OEG Business,
the Company or the OEG Subsidiaries or any actions taken or failed to be taken by any of the OEG Released Parties in any capacity related
to the OEG Business, the Company or the OEG Subsidiaries occurring or arising prior to the Closing.


 






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(b)            The
foregoing releases extend to any and all claims of any nature whatsoever, whether known, unknown or capable or incapable of being known
as of the Closing or thereafter, and includes any and all claims, actions, demands, causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, Contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, expenses, executions, affirmative defenses, demands and other obligations or liabilities whatsoever, in law or equity. As
of the Closing, each RHP Releasing Party (in its capacity as such) hereby irrevocably agrees to refrain from, directly or indirectly,
asserting, commencing, instituting or causing to be commenced, any Proceeding, of any kind against any applicable OEG Released Party,
based upon any matter purported to be released hereby.


 


5.13            Sufficiency
of Assets Covenant. From and for a period of one (1) year after the Closing, if the absence of an asset, property or right would
have resulted in a breach of the representation set forth in Section 3.16, (without giving effect to the survival provisions
of Section 8.1 and disregarding all qualifications in Section 3.16 therein relating to materiality), the RHP
Parties shall deliver such asset, property or right to the Company or the applicable OEG Subsidiary (including by the grant of a license
if such absent asset is a license).


 


5.14            FCC
Matters. Ultimate Parent, its relevant Subsidiaries, the Company, the relevant OEG Subsidiaries, and the WSM Licensee shall use commercially
reasonable efforts to effectuate the WSM Arrangement.


 


ARTICLE VI

CONDITIONS TO CLOSING


 


6.1            Mutual
Conditions to Closing. The respective obligations of the RHP Parties, Purchaser and Purchaser Guarantor to consummate the transactions
contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:


 


(a)            No
Restraints. No Legal Requirement shall have been enacted, promulgated, or enforced since the date of this Agreement, and no Order
shall be outstanding against the Company, Purchaser, Purchaser Guarantor, or any of their respective Affiliates which enjoins, restrains,
or prohibits this Agreement or the consummation of the transactions contemplated hereby.


 


(b)            Federal
Communications Laws. (i) The approval of the Federal Communications Commission under the Federal Communications Laws relating
to the transactions contemplated by the WSM Arrangement shall have been granted, (ii) the parties to the transfer of the FCC authorization
for radio station WSM-AM and related assets shall have consummated that transaction, such that the Company does not hold any direct or
indirect ownership interest in the FCC authorization for radio station WSM-AM, and (iii) the LMA and Option Agreement shall have
been executed.


 


(c)            Debt
Financing. All of the conditions precedent to the consummation of the Debt Financing (other than those conditions which by their
nature are to be satisfied upon the closing thereof, but subject to the satisfaction or waiver of such conditions upon such closing)
shall have been satisfied or waived, and the Debt Financing shall be consummated substantially concurrently with the Closing. The aggregate
net proceeds of the Debt Financing will be not less than the amount set forth in the Debt Commitment Letter.


 






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6.2            Conditions
to Obligations of Purchaser and Purchaser Guarantor. The obligations of Purchaser and Purchaser Guarantor to consummate the transactions
contemplated hereby shall also be subject to the satisfaction (or waiver by Purchaser) at or prior to the Closing of each of the following
conditions:


 


(a)            Representations
and Warranties. (i) The Fundamental Representations of the RHP Parties contained in this Agreement, disregarding all qualifications
contained therein relating to materiality or Transaction Material Adverse Effect, shall be true and correct in all material respects
as of the Closing Date, as if made at and as of such date (except that representations and warranties that are made as of a specific
date must be true and correct as though made on such date), and (ii) the representations and warranties of the RHP Parties contained
in this Agreement other than the Fundamental Representations of the Company, disregarding all qualifications therein relating to materiality
or Transaction Material Adverse Effect, shall be true and correct as of the Closing Date, as if made at and as of such date (except that
representations and warranties that are made as of a specific date must be true and correct as though made on such date), except for
such failures to be true and correct that would not, individually or in the aggregate have, or be reasonably likely to have, a Transaction
Material Adverse Effect.


 


(b)            Covenants.
The RHP Parties shall each have performed and complied in all material respects with all covenants, obligations and agreements required
by this Agreement to be performed or complied with by such party on or prior to the Closing.


 


(c)            No
Transaction Material Adverse Effect. Since the date of this Agreement, there shall not have been any change, event, development,
occurrence or circumstance which has resulted in, or could reasonably be expected to result in, individually or in the aggregate, a Transaction
Material Adverse Effect.


 


(d)            Release
of Liens. All Liens (other than Permitted Liens) with respect to property, assets or Equity Interests of the Company and the OEG
Subsidiaries under the Senior Credit Facility shall have been released by the lenders party thereto.


 


(e)            Company
Compliance Certificate. Purchaser shall have received, as of the Closing Date, a certificate executed by an executive officer of
Ultimate Parent that the conditions set forth in Sections 6.2(a)-(d) have been satisfied as of the Closing Date (“Company
Compliance Certificate”).


 


(f)            Senior
Credit Facility Amendment. The Senior Credit Facility Amendment shall be in full force and effect, all of the conditions precedent
to the effectiveness of the amendments contemplated thereby shall have been satisfied or waived and the amendments contemplated thereby
shall be effective on or prior to the Closing.


 


(g)            Senior
Indentures. Purchaser shall have received, each in a form reasonably acceptable to Purchaser, (i) copies of Officer’s
Certificates (as defined in each of the Senior Indentures) delivered to each trustee under each Senior Indenture acknowledging that,
pursuant to resolutions adopted by the board of directors of Ultimate Parent, MergeCo (as defined in the Company Disclosure Letter) has
been designated as an “Unrestricted Subsidiary” under (and as defined in) such Senior Indenture effective on or prior to
the Closing and (ii) reasonable confirmation that the transactions contemplated by Section 5.9(g) of the Company Disclosure
Letter have been consummated at or prior to the Closing.


 






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6.3            Conditions
to Obligations of the RHP Parties. The obligations of the RHP Parties to consummate the transactions contemplated hereby shall also
be subject to the satisfaction (or waiver by the Company) at or prior to the Closing of each of the following conditions:


 


(a)            Representations
and Warranties. Each of the representations and warranties of Purchaser and Purchaser Guarantor set forth in this Agreement, disregarding
all qualifications therein relating to materiality or Purchaser Material Adverse Effect, shall be true and correct as of the date hereof
and as of the Closing Date as though made on the Closing Date (except that representations and warranties that are made as of a specific
date must be true and correct as though made on such date), except for such failures to be true and correct that would not, individually
or in the aggregate have, or be reasonably likely to have, a Purchaser Material Adverse Effect.


 


(b)            Covenants.
Purchaser and Purchaser Guarantor shall each have performed and complied all material respects with all covenants, obligations and agreements
required by this Agreement to be performed or complied with by such party on or prior to the Closing.


 


(c)            Purchaser
Compliance Certificate. The Company shall have received, as of the Closing Date, a certificate executed by an executive officer of
Purchaser that the conditions set forth in Sections 6.3(a) and (b) have been satisfied as of the Closing Date
(the “Purchaser Compliance Certificate”).


 


(d)            Material
Adverse Tax Law Change. No Material Adverse Tax Law Change shall have occurred.


 


ARTICLE VII

TERMINATION


 


7.1            Termination.
This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing, which termination
shall be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto:


 


(a)            by
mutual written consent of the Company and Purchaser;


 


(b)            by
either the Company or Purchaser, if the Closing has not occurred on or before August 1, 2022, or such later date as the Company
and Purchaser may agree upon in writing (the “Outside Date”); provided that the Company shall not have the
right to terminate this Agreement pursuant to this Section 7.1(b) if any of the RHP Parties is then in material breach
of its representations, warranties, covenants or agreements under this Agreement which breach is a principal cause of the failure of
the Closing to be consummated by such date, and Purchaser shall not have the right to terminate this Agreement pursuant to this Section 7.1(b) if
either Purchaser or Purchaser Guarantor is then in material breach of its representations, warranties, covenants or agreements under
this Agreement which breach is a principal cause of the failure of the Closing to be consummated by such date; provided, further,
that if the condition in Section 6.3(d) is not satisfied or waived as of the Outside Date as a result of any proposed
amendment, modification, addition or change in or to the provisions of U.S. federal income tax law, then Purchaser shall have the right
to extend the Outside Date for up to an additional 180 days by giving written notice to the Company to such effect by no later than 5:00
p.m. (Central Time) on the original Outside Date;


 






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(c)            by
either the Company or Purchaser, if any Order of any Governmental Body of competent jurisdiction permanently restraining, enjoining or
otherwise preventing consummation of the transactions contemplated hereby has been issued and becomes final and non-appealable; provided,
that the right to terminate this Agreement pursuant to this Section 7.1(c) shall not be available to the party seeking
to terminate if the failure of such party (or in the case of the Company, the failure of any other RHP Party or, in the case of Purchaser,
the failure of Purchaser Guarantor) to perform any of their obligations under this Agreement required to be performed at or prior to
the Closing was the primary cause of the issuance, enactment, or enforcement of such Order;


 


(d)            by
the Company, if the RHP Parties are not in material breach of its obligations under this Agreement, and if there shall have been a material
breach by either of Purchaser or Purchaser Guarantor of any of its respective representations, warranties, covenants or agreements contained
in this Agreement, which breach would result in the failure to satisfy one or more of the conditions set forth in Section 6.3,
and such breach, if curable, has not been cured within thirty (30) days after notice thereof by the Company to Purchaser or Purchaser
Guarantor; or


 


(e)            by
Purchaser, if it and Purchaser Guarantor are not in material breach of their respective obligations under this Agreement, and if there
shall have been a material breach by any RHP Party of any of its representations, warranties, covenants or agreements contained in this
Agreement, which breach would result in the failure to satisfy one or more of the conditions set forth in Section 6.2, and
such breach, if curable, has not been cured within thirty (30) days after notice thereof by Purchaser to the Company;


 


7.2            Effect
of Termination. In the event of termination of this Agreement as provided in Section 7.1, (a) this Agreement shall
forthwith become null and void and be of no further force or effect, except as set forth in this Agreement, in any Ancillary Agreement
or Section 5.3 relating to confidentiality, Section 5.8 relating to public announcements, this Article VII,
and Article X, each of which shall survive termination of this Agreement and remain in full force and effect, and (b) there
shall be no liability on the part of the Company, Purchaser or Purchaser Guarantor (or their respective Affiliates, directors, officers,
employees, shareholders, members, agents or Representatives); provided, however, that nothing herein shall relieve
any party from liability arising out of (i) a material breach of this Agreement that is the consequence of an act or omission by
such party with the actual knowledge that the taking of such act or the failure to take such action would be a material breach of this
Agreement, prior to the termination hereof, or (ii) any Fraud by such party.


 






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ARTICLE VIII

INDEMNIFICATION


 





 


8.1            Survival.
Except in the case of Fraud, none of the representations and warranties set forth in this Agreement or in any certificate delivered pursuant
hereto will survive the Closing, other than the Fundamental Representations. Except in the case of Fraud, the Fundamental Representations
shall survive the Closing until the date that is the third anniversary of the Closing Date. All of the covenants or other agreements of
the parties contained in this Agreement shall survive until six months following the Closing Date, other than those which by their terms
contemplate performance after the Closing Date (each of which shall survive the Closing for a period of six months after the period contemplated
by its terms). Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement in respect of which
indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences
if notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such
indemnity may be sought prior to such time in accordance with this ‎Article VIII; provided that, notwithstanding
anything to the contrary herein, the indemnity under Section 8.2(a)(iii) shall survive the Closing until the expiration
of the applicable statute of limitations.


 


8.2            Indemnification
by Ryman Indemnifying Parties.


 


(a)            The
RHP Operating Partnership and the RHP Member (collectively, the “Ryman Indemnifying Parties”) shall jointly and severally,
indemnify and hold harmless, (i) Purchaser and its Affiliates and their respective officers, directors, employees, successors and
permitted assigns (each, a “Purchaser Indemnified Party” and, collectively, the “Purchaser Indemnified Parties”)
and (ii) the Company and the OEG Subsidiaries and their respective officers, directors, employees, successors and permitted assigns
(each, a “Company Indemnified Party” and, collectively, the “Company Indemnified Parties”), from
and against any and all damage, loss, liability, fine, penalty, expense (including reasonable expenses of investigation and reasonable
attorneys’ fees and expenses in connection with any Proceeding whether involving a third-party claim or a claim solely between the
parties hereto) and, solely with respect to claims arising under Section 8.2(a)(iii), Taxes (“Damages”)
incurred or suffered by any Indemnified Party arising out of or related to:


 


(i)            (A) any
misrepresentation or breach of any Fundamental Representation or (B) any misrepresentation or breach of any Fundamental Representation
as of the Closing as if such Fundamental Representation had been made as of the Closing, except for any Fundamental Representation that
addresses matters only as of a particular time, in which case, as if such Fundamental Representation had been made as of such time (in
each case determined, for the purposes of determining whether such misrepresentation or breach has occurred and the applicable amount
of Damages in respect of such misrepresentation or breach, without regard to any qualification or exception contained therein relating
to materiality, Transaction Material Adverse Effect, Parent Material Adverse Effect or any similar qualification or standard, including
specified dollar thresholds);


 


(ii)            any
breach of covenant or agreement made or to be performed by any RHP Party pursuant to this Agreement;


 









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(iii)            any
liabilities (whether direct or indirect, absolute or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated
or unliquidated, or due or to become due) (A) of the Company or any OEG Subsidiary to the extent not related to or arising out of
the OEG Business and attributable to matters occurring prior to the Closing, or (B) arising out of or related to any business (including
the conduct and activities or any business) of Ultimate Parent or its Subsidiaries (including any divested or discontinued business of
Ultimate Parent or its Subsidiaries) other than the OEG Business (and the conduct and activities of the OEG Business); or


 


(iv)            any
Covered Taxes.


 


provided,
that it is the intent of the parties that (i) the foregoing indemnification with respect to the Purchaser Indemnified Parties shall
indemnify the Purchaser Indemnified Parties only for Damages suffered or incurred by them directly and shall not indemnify the Purchaser
Indemnified Parties with respect to Damages suffered by the Company or any of the OEG Subsidiaries or that the Purchaser Indemnified Parties
may suffer or incur solely by virtue of their direct or indirect equity ownership in the Company and (ii) only the Company Indemnified
Parties shall be indemnified in respect of Damages suffered by the Company or any of the OEG Subsidiaries or that the Purchaser Indemnified
Parties may suffer or incur solely by virtue of their direct or indirect equity ownership in the Company.


 


(b)            From
and after Closing, other than any breach of a Fundamental Representation, the sole recourse and remedy for any breach of a representation
or warranty made by the RHP Parties pursuant to this Agreement shall, except in respect of a Dispute under Section 2.6(c) (which
shall be governed by Section 2.6(c)) or an Earnout Dispute under Section 2.8(c) (which shall be governed
by Section 2.8(c)), be the R&W Policy. Purchaser, on behalf of itself and each of its Affiliates, further acknowledges
and agrees that the provisions of this Section 8.2(b) shall apply regardless of whether (i) Purchaser obtains at
or following Closing or maintains following Closing the R&W Policy, (ii) the R&W Policy expires, is revoked, cancelled or
modified in any manner after issuance, or (iii) any Person makes a claim under the R&W Policy and such claim is denied by the
insurer under such R&W Policy. Any indemnification of the Purchaser Indemnified Parties for any breach of a Fundamental Representation
made by the RHP Parties or pursuant to Section 8.2(a)(iii) or Section 8.2(a)(iv), shall be satisfied first
through recovery from the R&W Policy, to the extent coverage is reasonably available to such Purchaser Indemnified Party thereunder.
Notwithstanding the foregoing, if Purchaser in good faith seeks recovery against the R&W Policy with respect to any breach of a Fundamental
Representation made by the RHP Parties or pursuant to Section 8.2(a)(iii), and there is a dispute as to applicability of,
or delay in obtaining, coverage under the R&W Policy, such dispute or delay shall not be a basis for a delay or refusal of indemnification
hereunder so long as Purchaser acts in good faith in pursuing such recovery for 12 months after such claim was first submitted to the
insurer, and during such period, Purchaser keeps the RHP Parties reasonably informed regarding such claim, consults with the RHP Parties
regarding such pursuit, and gives good faith consideration to any recommendations or courses of action suggested by the RHP Parties; provided
that Purchaser shall not be obligated to pursue or commence litigation or arbitration in pursuit of such claims.


 


(c)            If
Purchaser becomes aware of any Damages for which any Company Indemnified Party may be entitled to seek indemnification from the Ryman
Indemnifying Parties under this Agreement, (i) Purchaser shall notify Ultimate Parent and (ii) if Ultimate Parent does not cause
the Company Indemnified Parties to promptly seek such indemnification and thereafter pursue in good faith such indemnification claim,
Purchaser shall be entitled to seek such indemnification on behalf of such Company Indemnified Party and may exercise or cause to be exercised
all of the rights of such Company Indemnified Party with respect to such Damages as if Purchaser were the Indemnified Party; provided,
that any such amounts recoverable from the Ryman Indemnifying Parties shall be paid to such Company Indemnified Party.


 









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8.3            Indemnification
by Purchaser. Purchaser and Purchaser Guarantor (collectively, the “Purchaser Indemnifying Parties”) shall
jointly and severally, indemnify and hold harmless, the Company, Ultimate Parent, the RHP Operating Partnership and the RHP Member
and their respective Affiliates and their respective officers, directors, employees, successors and permitted assigns (each, a
 “Ryman Indemnified Party” and, collectively, the “Ryman Indemnified Parties”), from and
against any and all Damages, incurred or suffered by a Ryman Indemnified Party arising out of or related to (a) any
misrepresentation or breach of a Purchaser Fundamental Representation or (b) any misrepresentation or breach of a Purchaser
Fundamental Representation as of the Closing as if such Purchaser Fundamental Representation had been made as of the Closing, except
for any Purchaser Fundamental Representation that addresses matters only as of a particular time, in which case, as if such
Purchaser Fundamental Representation had been made as of such time, or (c) any breach of any covenant or agreement to be
performed by Purchaser or Purchaser Guarantor pursuant to this Agreement.


 


8.4            Third-Party
Claim Procedures.


 


(a)            The
Persons entitled to indemnification under Section 8.2 or Section 8.3 (the “Indemnified Party”)
agree to give prompt notice in writing to the Persons against whom indemnity is to be sought (the “Indemnifying Party”)
of the assertion of any claim or the commencement of any Proceeding by any third party (“Third-Party Claim”) in respect
of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third-Party Claim and the basis
for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying
Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually and
materially prejudiced the Indemnifying Party.


 


(b)            The
Indemnifying Party shall be entitled to participate in the defense of any Third-Party Claim and, subject to the limitations set forth
in this Section 8.4, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense.
If the Indemnifying Party elects to assume or control the defense of any such Third-Party Claim, it shall within 30 days of receipt of
the applicable notice of such Third-Party Claim notify the Indemnified Party in writing of its intent to do so; provided, that the Indemnifying
Party shall not be entitled to assume or control the defense of any Third-Party Claim if (i) the Third-Party Claim seeks an injunction
or equitable relief against any Indemnified Party or (ii) if the Indemnifying Party has failed to, or is failing to, prosecute or
defend diligently such Third-Party Claim (after receiving written thereof from the Indemnified Party and having a reasonable opportunity
to cure). If the Indemnifying Party does not assume or control the defense of any Third-Party Claim, the Indemnified Party may defend
against, negotiate, settle or otherwise deal with such Third-Party Claim. If the Indemnifying Party shall assume or control the defense
of any Third-Party Claim, the Indemnified Party may participate, at its own expense, in the defense of such Third-Party Claim; provided,
however, that such Indemnified Party shall only be entitled to participate in any such defense with separate counsel at the expense of
the Indemnifying Party if, in the reasonable opinion of outside counsel to the Indemnified Party, a conflict exists between the Indemnified
Party and the Indemnifying Party that would make such separate representation advisable to protect the material interests of the Indemnified
Party. The parties shall reasonably cooperate with each other in connection with the defense, negotiation or settlement of any such Third-Party
Claim. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to such Third-Party
Claim without the prior written consent of the Indemnified Party unless (x) the judgment or settlement does not entail any admission
of liability on the part of the Indemnified Party, (y) the judgment or settlement provides solely for the payment of money, which
payment is indemnified by the Indemnifying Party pursuant to this Article VIII in full and (z) the Indemnified Party
receives a complete and unconditional release. The Indemnified Party shall not consent to the entry of any judgment, or enter into any
settlement or compromise with respect to, a Third-Party Claim without the prior written consent of the Indemnifying Party, which consent
shall not be unreasonably withheld, conditioned or delayed.


 









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8.5            Direct
Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 8.2 or Section 8.3
against an Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party agrees to give prompt notice in writing
of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification
(taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not
relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually and materially prejudiced
the Indemnifying Party. If the Indemnifying Party disputes its indemnity obligation for any Damages with respect to such claim, the parties
shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be
resolved by litigation in an appropriate court of jurisdiction determined pursuant to Section 10.5.


 


8.6            Certain
Limitations on Indemnification. Notwithstanding the provisions of this Article VIII:


 


(a)            in
no event shall the aggregate indemnification amounts paid or payable, as of any date of determination, to the Purchaser Indemnified Parties
and the Company Indemnified Parties pursuant to Section 8.2(a)(i), Section 8.2(a)(ii) (other than in respect
of breaches of covenants to be performed following the Closing) and Section 8.2(a)(iii) exceed the sum of (i) the
Aggregate Closing Proceeds, (ii) if paid, the Block 21 Incremental Capital Contribution and (iii) if paid, the Earnout Amount;


 


(b)            the
Ryman Indemnifying Parties shall not have any indemnification obligation for any breach of covenant or agreement pursuant to Section 5.13
(i) unless the aggregate amount of all Damages in respect of a breach of covenant or agreement pursuant to Section 5.13
exceeds $1,000,000, and then only to the extent of such excess, or (ii) to the extent the aggregate amount of Damages in respect
of a breach of covenant or agreement pursuant to Section 5.13 exceeds $30,000,000; and


 


(c)            in
no event shall the aggregate indemnification amounts paid or payable, as of any date of determination, to the Ryman Indemnified Parties
pursuant to Sections 8.3 (other than in respect of breaches of covenants to be performed following the Closing) exceed the Purchase
Price (as increased by the Earnout Amount to the extent paid pursuant to Section 2.8).





 


8.7            Third
Party Recoveries. Damages for which an Indemnified Party would otherwise be entitled to indemnification under this Article VIII
shall be reduced by the amount of insurance proceeds or other third party recoveries, in each case to the extent actually recovered by
such Indemnified Party in respect of such Damages incurred by such Indemnified Party (net of any expenses incurred by such Indemnified
Party in recovering such amounts). If any Indemnified Party receives any such insurance proceeds or other third party recoveries subsequent
to an indemnification payment by the Indemnifying Party in respect of any Damages, then such Indemnified Party shall promptly reimburse
the Indemnifying Party for any payment made to such Indemnified Party by the Indemnifying Party in connection with providing such indemnification
payment in respect of such Damages up to the amount received by such Indemnified Party, net of any expenses incurred by such Indemnified
Party in collecting such amount.


 






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8.8            Exclusive
Remedy. From and after the Closing, except for in connection with Disputes under Section 2.6 (which Disputes will be resolved
in accordance with the dispute mechanism set forth in Section 2.6) and Earnout Disputes under Section 2.8 (which
Earnout Disputes will be resolved in accordance with the Earnout Dispute mechanism set forth in Section 2.8), with respect
to the Ancillary Agreements or in the case of Fraud by another Party, and except equitable relief pursuant to Section 10.5(d),
the sole and exclusive remedy for any and all claims for monetary damages arising under, out of, or related to this Agreement, shall be
the rights of indemnification set forth in this Article VIII and the R&W Policy only, and no party will have any other
entitlement, remedy or recourse, whether in contract, tort or otherwise.


 


8.9            Calculation
of the Amount of Damages with respect to Taxes. The amount of any Damages that are indemnifiable pursuant to this Article VIII
shall be (i) reduced by any Tax benefit actually realized (as a reduction in Taxes otherwise currently due) by the Indemnified Party,
in the taxable year of the incurrence or payment of any such Damages (calculated by computing the amount of Taxes on a “with and
without” basis) and (ii) increased by any Taxes imposed on the Indemnified Party or its Affiliates in connection with the receipt
or accrual of the related indemnity payment.


 


8.10            Characterization
of Indemnification Payments. To the extent permitted by applicable Legal Requirement, any amount paid pursuant to this Article VIII
shall be treated for Tax purposes as adjustments to the Purchase Price to the extent such amounts are paid or received by the Purchaser.


 


ARTICLE IX

TAX MATTERS


 


9.1            Transfer
Taxes. Notwithstanding anything to the contrary in this Agreement, all Investment Transfer Taxes shall be borne seventy percent (70%)
by the RHP Member and thirty percent (30%) by Purchaser. The parties hereto shall, and shall cause their respective Affiliates to, cooperate
to timely prepare and file any Tax Returns or other filings relating to all such Transfer Taxes, including any claim for exemption or
exclusion from the application or imposition of any Transfer Taxes.





 


9.2            Tax
Treatment. The parties intend that, for U.S. federal and applicable state and local income purposes, (i) the issuance of the
Purchased Interests be treated as a transaction described in Section 1032 of the Code, (ii) the repayment of the Intercompany
Note and the Intercompany Revolver be treated as a repayment of indebtedness issued by the Company, (iii) the Distribution, if applicable,
be treated as a distribution described in Section 301 of the Code and (iv) if the Earnout Transactions occur pursuant to Section 2.8(a) or
Section 2.8(b), (A) the Earnout Class A Unit Adjustment be treated as an adjustment to the number of Class A
Units issued by the Company to the Purchaser in exchange for the Purchase Price and (B) the payment of the Earnout Amount to the
RHP Member in exchange for Class A Units be treated as a transaction described in Section 1001 (together, the “Intended
Tax Treatment”). Each party, to the extent applicable, shall cause all Tax Returns to be filed on a basis consistent with the
Intended Tax Treatment and shall refrain from making any statement or otherwise taking any action that is inconsistent with the Intended
Tax Treatment.


 






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ARTICLE X

ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS


 


10.1            Limitation
on Warranties; No Reliance. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III (WHICH,
FOR THE AVOIDANCE OF DOUBT, ARE QUALIFIED BY THE COMPANY DISCLOSURE LETTER), ANY ANCILLARY AGREEMENT and
in any certificate delivered pursuant to this Agreement BY OR ON BEHALF OF ANY RHP PARTY or ANY Of their respective
AFFILIATEs, NEITHER THE COMPANY NOR ANY OTHER PERSON IS MAKING OR WILL BE DEEMED TO HAVE MADE, AND NEITHER THE COMPANY NOR
ANY OTHER PERSON WILL HAVE OR BE SUBJECT TO ANY LIABILITY ARISING OUT OF, RELATING TO OR RESULTING FROM ANY OTHER REPRESENTATION OR
WARRANTY, WRITTEN OR ORAL, COMMON LAW OR STATUTORY, EXPRESS OR IMPLIED (INCLUDING WITH RESPECT TO MERCHANTABILITY OR SUITABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE), AS TO THE ACCURACY OR COMPLETENESS OF, OR THE DISTRIBUTION TO, OR USE BY, PURCHASER OF, ANY
ADVICE, DOCUMENT OR OTHER INFORMATION REGARDING THE PURCHASED INTERESTS, THE COMPANY, THE OEG SUBSIDIARIES OR THEIR RESPECTIVE
BUSINESS, FINANCIAL CONDITION AND ASSETS (INCLUDING THE CONDITION, VALUE, QUALITY OR SUITABILITY OF ANY ASSETS) OR LIABILITIES OF
THE COMPANY, INCLUDING FORWARD-LOOKING STATEMENTS (ANY OF THE FOREGOING, AN “EXTRA-CONTRACTUAL STATEMENT”).
PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE III, THE ANCILLARY AGREEMENTS AND IN ANY
CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT BY OR ON BEHALF OF ANY RHP PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES, NEITHER THE
COMPANY NOR ANY OTHER PERSON HAS MADE, AND EACH OF THEM HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND PURCHASER HEREBY EXPRESSLY
WAIVES, ON BEHALF OF ITSELF AND ITS AFFILIATES, AND IS NOT RELYING ON, ANY EXTRA-CONTRACTUAL STATEMENT (INCLUDING ANY EXPRESS OR
IMPLIED WARRANTY RELATING TO THE PURCHASED INTERESTS OR ANY ASSET (TANGIBLE, INTANGIBLE OR MIXED) OF THE COMPANY OR ANY OTHER
PERSON, INCLUDING IMPLIED WARRANTIES OF FITNESS, MERCHANTABILITY OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND
PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES, ON BEHALF OF ITSELF AND ITS AFFILIATES, ANY RIGHTS, CLAIMS AND CAUSES OF ACTION
IN CONNECTION WITH THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY EXTRA-CONTRACTUAL STATEMENT HERETOFORE FURNISHED OR MADE
AVAILABLE TO PURCHASER, ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY OR ANY OTHER
PERSON (IT BEING INTENDED THAT NO SUCH PRIOR EXTRA-CONTRACTUAL STATEMENT WILL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT).
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NOTHING IN THIS SECTION 10.1 SHALL PREVENT, LIMIT OR PRECLUDE A CLAIM
RELATING TO FRAUD.





 


10.2            Expenses.
Except as provided in this Agreement (including Section 5.4(c)) and without limiting the treatment of Company Transaction
Expenses, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such expenses, whether or not the Closing occurs.


 


10.3            Waiver.
Any party hereto may extend the time for the performance of any of the obligations or other acts required hereunder, waive any inaccuracies
in the representations and warranties contained herein or in any document delivered pursuant hereto and waive compliance with any of the
agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed
by the party to be bound thereby. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair
such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein,
nor will any single or partial exercise of any such right preclude any other (or further) exercise thereof or of any other right.


 






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10.4            Notices.
All notices, consents, waivers, and other communications under this Agreement shall be in writing and shall be deemed duly given (a) on
the date of delivery if delivered personally by hand or by recognized next-day courier service, or (b) on the date sent by e-mail
(with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after
normal business hours of the recipient, in each case to the appropriate addresses or email addresses set forth below (or to such other
addresses or email addresses as a party may designate by notice to the other parties):


 


(a)            if
to Purchaser or Purchaser Guarantor:


 


Atairos Group, Inc.





620 Fifth Avenue





New York, New York 10020





Attention: Alexander D. Evans





Email: a.evans@atairos.com


 


with a copy to (which shall not constitute
notice):





 


Davis Polk & Wardwell LLP





450 Lexington Avenue





New York, New York 10017





Attention: William J. Chudd





Email:     william.chudd@davispolk.com


 


(b)            if
to the Company, the RHP Member or the Operating Partnership:


 


OEG Attractions Holdings, LLC





c/o Ryman Hospitality Properties, Inc.





One Gaylord Drive





Nashville, Tennessee 37204





Email:          SLynn@rymanhp.com





Attention:     Scott
J. Lynn, Executive Vice President, General Counsel and Secretary


 


with a copy to (which shall not constitute
notice):


 


Bass, Berry & Sims PLC





150 Third Avenue South, Suite 2800





Nashville, Tennessee 37201





Email:          MWalker@bassberry.com





Attention:     F.
Mitchell Walker, Jr.


 


10.5            Governing
Law and Venue; Waiver of Jury Trial; Specific Performance.


 


(a)            This
Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and enforced in accordance
with the Legal Requirements of the State of Delaware without regard to the conflict of laws rules thereof. Notwithstanding anything
to the contrary contained in this Agreement, each of the parties hereto agrees that all actions (at law or in equity, in contract, tort
or otherwise) against any of the Financing Sources, in any way relating to this Agreement or the transactions contemplated hereby, the
Debt Financing or the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, shall be exclusively governed
by, and construed in accordance with, the internal laws of the State of New York without giving effect to principles of conflicts of laws.


 






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(b)            The
parties hereto (i) irrevocably consent to the service of the summons and complaint and any other process in any Proceeding
relating to the transactions contemplated hereby, on behalf of itself or its property, in accordance with Section 10.4
or in such other manner as may be permitted by Legal Requirements, of copies of such process to such party, and nothing in this Section 10.5(b) shall
affect the right of any party to serve legal process in any other manner permitted by Legal Requirements, (ii) irrevocably and
unconditionally consent and submits itself and its property in any Proceeding to the exclusive general jurisdiction of the Delaware
Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery
declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any
dispute arises out of this Agreement, any certificate delivered pursuant to this Agreement, the Ancillary Agreements or the
transactions contemplated hereby and thereby, or for recognition and enforcement of any judgment in respect thereof,
(iii) agree that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from
any such court, (iv) agree that any Proceeding arising in connection with this Agreement or the transactions contemplated
hereby shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of
Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware),
(v) waive any objection that it may now or hereafter have to the venue of any such Proceeding in any such court or that such
Proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (vi) agree that it shall not
bring any Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid
courts. The parties hereto agree that a final judgment in any Proceeding in such court as provided above shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Legal Requirements. Each of the
parties hereby consents to process being served by any party in any suit, action or proceeding by the delivery of a copy thereof in
accordance with the provisions of Section 10.4. Notwithstanding anything to the contrary
contained in this Agreement, each of the parties hereto irrevocably and unconditionally consents and submits itself and its property
in any Proceeding against any of the Financing Sources to the exclusive general jurisdiction of the State of New York.





 


(c)            EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, any
certificate delivered pursuant to this Agreement, Any Ancillary Agreement OR THE TRANSACTIONS CONTEMPLATED HEREBY INCLUDING WITHOUT
LIMITATION THE DEBT FINANCING, THE DEBT COMMITMENT LETTER AND THE TRANSACTIONS CONTEMPLATED THEREBY). EACH PARTY CERTIFIES AND ACKNOWLEDGES
THAT SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND SUCH PARTY
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.5(c).


 


(d)            The
parties acknowledge and agree that irreparable harm would occur and that the parties would not have any adequate remedy at law (i) for
any actual or threatened breach of the provisions of this Agreement or (ii) in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms. It is accordingly agreed, except following a termination of this Agreement
in accordance with Section 7.1, that the parties shall be entitled to an injunction or injunctions to prevent breaches or
threatened breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement, this being in addition to
any other remedy to which any such party may be entitled pursuant to the terms of this Agreement, and each party further agrees to waive
any requirement for the securing or posting of any bond in connection with such remedy. Any Proceeding for any such remedy shall be brought
exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware
Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware),
and each party waives any requirement for the securing or posting of any bond in connection with any such remedy.


 









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10.6            Further
Assurances. Subject to the limitations set forth herein, the parties shall cooperate reasonably with each other and with their respective
Representatives in connection with any steps required to be taken as part of their respective obligations under this Agreement, and the
parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such
other documents, and (c) to do such other acts and things, all as the other parties may reasonably request, for the purpose of carrying
out the provisions of this Agreement and the transactions contemplated hereby.


 


10.7            Entire
Agreement and Modification. This Agreement, the Company Disclosure Letter, the Ancillary Agreements, and the Confidentiality Agreement
constitute the entire and exclusive agreement, and supersede all prior agreements, understandings, representations and warranties, both
written and oral, among the parties with respect to the subject matter hereof and thereof. This Agreement may not be amended except by
a written agreement executed by the Company and Purchaser. Notwithstanding anything to the contrary in this Section 10.7,
no provision of this Agreement with respect to which the Financing Sources are expressly made third-party beneficiaries pursuant to Section 10.10
shall be permitted to be amended or waiver in a manner that is materially adverse to the Financing Sources without the prior written consent
of the Financing Sources that are party to the Debt Commitment Letter.


 


10.8            Construction.
The headings of Articles and Sections in this Agreement are provided for convenience only and will not affect its construction or
interpretation. All words used in this Agreement will be construed to be of such gender or number as the context requires. The word
 “including” shall be read as “including but not limited to” and otherwise shall be considered illustrative
and non-limiting. References to any Person include the successors and permitted assigns of that Person. References to any
statute are to that statute, as amended from time to time, and to the rules and regulations promulgated thereunder. References
to “$” and “dollars” are to the currency of the United States. References from or through any date mean,
unless otherwise specified, from and including or through and including, respectively. The words “hereby,”
 “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole
and not merely to the specific section, paragraph or clause in which such word appears. The phrase “the date of this
Agreement” and terms of similar import, shall be deemed to refer to the date first written above. The language used in this
Agreement will be construed, in all cases, according to its fair meaning, and not for or against any party hereto. The parties
acknowledge that each party has reviewed this Agreement and that rules of construction, to the effect that any ambiguities are
to be resolved against the drafting party, will not be available in the interpretation of this Agreement.


 


10.9            Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Legal Requirement or public
policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Notwithstanding
the foregoing, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent
possible.


 









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10.10            Binding
Effect; Assignment; Third-Party Beneficiaries. No assignment of this Agreement or of any rights or obligations hereunder may be made
by any RHP Party without the prior written consent of Purchaser, and no assignment of this Agreement or any rights or obligations hereunder
may be made by Purchaser or Purchaser Guarantor without the prior written consent of the Company, except that Purchaser or Purchaser Guarantor
may transfer or assign its rights and obligations under this Agreement, in whole but not in part, to any of its Affiliates (provided
that no such transfer or assignment shall relieve Purchaser or Purchaser Guarantor, respectively, of its obligations hereunder or enlarge,
alter or change any obligation of any other party hereto or due to Purchaser or Purchaser Guarantor, respectively). Any attempted assignment
without the required consent shall be void. No assignment of any obligations hereunder shall relieve the assigning party of any such obligations
or of any liability for any breach by such party or its assignee of any such obligations. Subject to the foregoing, this Agreement will
apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Except as
set forth in Article VIII or Section 10.13, nothing in this Agreement shall create or be deemed to create any
third party beneficiary rights in any Person not a party to this Agreement; provided, however, the Financing Sources shall
be intended third party beneficiaries of, and may enforce, Section 10.7, this Section 10.10, Section 10.5
and Section 10.15.


 


10.11            Execution
of Agreement; Counterparts. This Agreement may be executed in any number of counterparts, including by facsimile or by email with
..pdf attachments, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument. This
Agreement shall become effective when each party has received counterparts thereof signed and delivered (by electronic communication,
facsimile or otherwise) by all of the other parties.


 


10.12            Guarantees.


 


(a)            Purchaser
Guarantor hereby guarantees and agrees to perform and cause to be fulfilled timely, all obligations of Purchaser in connection with this
Agreement, subject to the terms and limitations hereof. In such regard, Purchaser Guarantor shall be liable to the same extent as Purchaser
for any failure of Purchaser to perform or comply with its obligations hereunder.


 


(b)            Each
of Ultimate Parent and RHP Operating Partnership hereby guarantees and agrees to cause to be performed and timely fulfilled all obligations
of the RHP Parties in connection with this Agreement, subject to the terms and limitations hereof. In such regard, each of the Ultimate
Parent and RHP Operating Partnership shall be liable to the same extent as each other RHP Party for any failure of such party to perform
or timely fulfill its obligations hereunder; provided that as between Ultimate Parent and RHP Operating Partnership, RHP Operating
Partnership shall be primarily liable for any failure of any other RHP Party to perform or comply with their respective obligations hereunder;
provided that the foregoing shall not be construed to waive, abridge or diminish any right or remedy which Purchaser might have
against Ultimate Parent pursuant to this Agreement.


 


10.13            No
Recourse. Notwithstanding anything to the contrary in this Agreement, this Agreement may only be enforced against, and any
Proceeding for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties to
this Agreement and none of the former, current and future Affiliates, directors, officers, managers, employees, advisors,
representatives, shareholders, members, managers, partners, successors and assigns of any Party or any Affiliate thereof or any
former, current and future Affiliate, director, officer, manager, employee, advisor, representative, shareholder, member,
manager, partners, successor and assign of any of the foregoing (collectively, “Related Parties”) that is not a
party shall have any liability for any liabilities of the parties for any Proceeding (whether in tort, contract or otherwise) for
breach of this Agreement or in respect of any oral representations made or alleged to be made in connection herewith, none of the
Parties shall have any rights of recovery in respect hereof against any Related Party and no personal liability shall attach to any
Related Party through a party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a
Proceeding (whether in tort, contract or otherwise) by or on behalf of a Party against any Related Party, by the enforcement of any
judgment, fine or penalty or by virtue of any statute, regulation or other applicable Legal Requirement, or otherwise.
Notwithstanding anything to the contrary in this Section 10.13, nothing in this Section 10.13 shall be
deemed to limit (i) any liabilities or obligations of, or claims against, any party to any Ancillary Agreement or serve as a
waiver of any right on the part of any party to such Ancillary Agreement to initiate any Proceeding permitted pursuant to, and in
accordance with the specific terms of such Ancillary Agreement or (ii) limit any liabilities in respect of Fraud.


 









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10.14            Representation;
Attorney-Client Privilege.


 


(a)            Each
of Purchaser and Purchaser Guarantor understands that the Company has been represented by Bass, Berry & Sims PLC (“Bass,
Berry & Sims”), including in the preparation, negotiation and execution of this Agreement, the Ancillary Agreements
and the transactions contemplated hereby and thereby. Each of Purchaser and Purchaser Guarantor acknowledges and agrees, on behalf of
itself and its controlled Affiliates, that Bass, Berry & Sims may after the Closing represent the Company, RHP Member and/or
their respective Affiliates in matters related to the transactions contemplated by this Agreement, including the representation of such
Persons or entities in matters related to post-Closing claims made by any party pursuant to the terms hereof. Each of Purchaser and Purchaser
Guarantor hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information
relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it
hereby waives any conflict arising out of such future representation with respect to the matters contemplated by this Agreement and the
transactions contemplated hereby.


 


(b)            Each
of Purchaser and Purchaser Guarantor, for itself and its controlled Affiliates, and its and its controlled Affiliates’ respective
successors and assigns, hereby irrevocably and unconditionally acknowledges and agrees that all attorney-client privileged communications
between or among the Company (including the OEG Subsidiaries), RHP Member, RHP Operating Partnership, Ultimate Parent, their respective
officers and employees, and/or their counsel, including Bass, Berry & Sims (collectively, the “Company Group”),
made in connection with the negotiation, preparation, execution or performance of this Agreement or any Ancillary Agreement or the consummation
of the transactions contemplated hereby or thereby, or any dispute or Proceeding arising under or in connection with, this Agreement or
any Ancillary Agreement or any of the transactions contemplated hereby or thereby, which, immediately prior to the Closing, would be deemed
to be privileged communications of the Company Group, and would not be subject to disclosure to Purchaser or Purchaser Guarantor or their
respective officers, employees or Affiliates in connection with any process relating to a dispute arising under or in connection with
this Agreement, the transactions contemplated hereby or otherwise, shall continue after the Closing to be privileged communications of
the Company Group.


 





 


10.15            Debt
Financing Matters. Notwithstanding anything to the contrary herein, the parties hereby agree on behalf of themselves and their
Affiliates, and each of their former, present and future Subsidiaries, and each of their respective past, present or future general
or limited partners, management companies, members, direct or indirect stockholders or equity holders or controlling Persons, or any
successor or assign of any of the foregoing that (a) any claim, suit, action or proceeding of any kind or description (whether
at law, in equity, in contract, in tort or otherwise) involving any Financing Source, arising out of or relating to the transactions
contemplated pursuant to this Agreement, the Debt Financing, the Debt Commitment Letter or the performance of services thereunder
shall be subject to the exclusive jurisdiction of a state or federal court sitting in the City of New York, (b) any
interpretation of the Debt Commitment Letter will be governed by, and construed and interpreted in accordance with, the laws of the
State of New York without giving effect to principles of conflicts of laws, (c) no party hereto will bring, permit any of their
respective Affiliates or any of their former, present and future Subsidiaries, and each of their respective past, present or future
general or limited partners, management companies, members, direct or indirect stockholders or equity holders or controlling
Persons, or any successor or assign of any of the foregoing to bring, or support anyone else in bringing, any such claim, suit,
action or proceeding in any other court, (d) the waiver of rights to trial by jury set forth in Section 10.5(c) applies
to any such claim, suit, action or proceeding, (e) only Purchaser (including its permitted successors and assigns under the
Debt Commitment Letter) and the other parties to the Debt Commitment Letter at their own direction and in connection with the
transactions contemplated by the Debt Commitment Letter shall be permitted to bring any claim against a Financing Source for failing
to satisfy any obligation to fund the Debt Financing pursuant to the terms of the Debt Commitment Letter, (f) no
amendment or waiver of this Section 10.15 shall be effective without the prior written consent of the Financing Sources
that are a party to the Debt Commitment Letter, (g) none of the Financing Sources shall have any liability to the Purchaser,
the Purchaser Guarantor, their respective Affiliates, Representatives, and each of their former, present and future Subsidiaries,
and each of their respective past, present or future general or limited partners, management companies, members, direct or indirect
stockholders or equity holders or controlling Persons, or any successor or assign of any of the foregoing under this Agreement, the
Debt Commitment Letter or any of the transactions contemplated hereby or thereby for any claim based on, in respect of, or by reason
of, the transactions contemplated hereby, including any dispute related to, or arising from, the Debt Financing, the Debt Commitment
Letter or the performance thereof (provided that, notwithstanding the foregoing, nothing herein shall affect the rights of OEG
Borrower, LLC and its Affiliates that are party to the Debt Commitment Letter (collectively, the “OEG Financing
Parties” and each individually a “OEG Financing Party”) against the Financing Sources with respect to
the Debt Financing or any of the transactions contemplated hereby or any services thereunder) and (h) the Financing Sources,
their respective Affiliates and their respective Representatives are express and intended third party beneficiaries of this Section 10.15.
In addition, the Purchaser, the Purchaser Guarantor, their respective Affiliates, Representatives, and each of their former, present
and future Subsidiaries, and each of their respective past, present or future general or limited partners, management companies,
members, direct or indirect stockholders or equity holders or controlling Persons, or any successor or assign of any of the
foregoing hereby (a) waives any rights or claims the Company or any of the foregoing parties may have against any of the
Financing Sources in connection with this Agreement, the Debt Financing or the Debt Commitment Letter, whether at law or equity, in
contract, in tort or otherwise, and (b) agrees not to commence any action, arbitration, audit, hearing, investigation,
litigation, petition, grievance, complaint, suit or proceeding against any Financing Source in connection with this Agreement, the
Debt Financing, the Debt Commitment Letter or the transactions contemplated hereby or thereby (provided that, notwithstanding the
foregoing, nothing herein shall affect the rights of any OEG Financing Party against the Financing Sources with respect to the Debt
Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or any services thereunder). This Section 10.15
shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.





 


[The following page is the signature page.]


 









    77 


     


    

 


 



 


IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.


 





	 	COMPANY:
	 	 
	 	OEG Attractions
    Holdings, LLC
	 	(f/k/a
    RHP Operations and Attractions Holdings, LLC)
	 	 
	 	By:	/s/
    Colin V. Reed
	 	Name:	Colin
    V. Reed
	 	Title:	President &
    Chief Executive Officer


 





	 	RHP
    MEMBER:
	 	 
	 	RHP HOTELS,
    LLC
	 	 
	 	By:	/s/
    Colin V. Reed
	 	Name:	Colin
    V. Reed
	 	Title:	President &
    Chief Executive Officer


 





	 	OPERATING
    PARTNERSHIP:
	 	 
	 	RHP HOTEL
    PROPERTIES, LP
	 	 
	 	By:	RHP
    PARTNER, LLC
	 	Its:	General Partner
	 	 	 
	 	By:	/s/
    Colin V. Reed
	 	Name:	Colin V. Reed
	 	Title:	President &
    Chief Executive Officer


 








	 	ULTIMATE
    PARENT:
	 	 
	 	RYMAN HOSPITALITY
    PROPERTIES, INC., solely for the purpose of Section 5.10, Section 5.12, Section 5.14, Section 8.2(c) and
    Section 10.12(b) and for no other purpose
	 	 
	 	By:	/s/
    Colin V. Reed
	 	Name:	Colin
    V. Reed
	 	Title:	President &
    Chief Executive Officer


 


[Signature
Page to Investment Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.


 





	 	PURCHASER:
	 	 
	 	A-OEG
    Holdings, LLC
	 	 
	 	By:	/s/
    Alexander Evans
	 	Name:	Alexander
    Evans
	 	Title:	Authorized Signatory


 





	 	PURCHASER
    GUARANTOR:
	 	 
	 	Atairos
    Group, Inc.
	 	 
	 	By:	/s/
    Alexander Evans
	 	Name:	Alexander
    Evans
	 	Title:	Authorized Signatory


 


[Signature
Page to Investment Agreement]


 






     


     


    

 


EXHIBIT A


 


Accounting
Principles


 


REDACTED


 






     


     


    

 


EXHIBIT B


 


Earnout
EBITDA Thresholds


 


REDACTED


 






     


     


    

 


EXHIBIT C


 


LLC
Agreement


 


(See attached)


 






     


     


    

 





 



 


SECOND AMENDED AND RESTATED


 


LIMITED LIABILITY COMPANY AGREEMENT


 


FOR


 


OEG ATTRACTIONS HOLDINGS, LLC


 


A Delaware Limited Liability Company


 





 



 


Dated as of ___________, 2022


 


THE MEMBERSHIP INTERESTS ISSUED PURSUANT TO THIS
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (THIS “AGREEMENT”) HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS.
SUCH MEMBERSHIP INTEREST MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION
UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAW OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY
SET FORTH HEREIN. CERTAIN OF THE MEMBERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFERABILITY
SET FORTH IN THIS AGREEMENT.


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page







 


	Article I DEFINITIONS	2







	 	Section 1.1	Certain Definitions	2




 


	Article II ORGANIZATIONAL MATTERS	15







	 	Section 2.1	Legal Status	15
	 	Section 2.2	Name	15
	 	Section 2.3	Purpose	15
	 	Section 2.4	Term	16
	 	Section 2.5	Limited Liability Company Agreement	16




 


	Article III MEMBERS AND MEMBERSHIP
INTERESTS	16







	 	Section 3.1	Holders	16
	 	Section 3.2	Confidentiality	17
	 	Section 3.3	Certification	18
	 	Section 3.4	Equitable Adjustment of Units	18
	 	Section 3.5	Preemptive Rights	18




 


	Article IV CAPITAL; DISTRIBUTIONS	21







	 	Section 4.1	Loans; Debt Securities	21
	 	Section 4.2	No Interest; No Right to Return of Investment	21
	 	Section 4.3	Limitation on Liability	21
	 	Section 4.4	Distributions; General	21
	 	Section 4.5	Withholding	22
	 	Section 4.6	Class B Units	22




 


	Article V INTENTIONALLY OMITTED	22




 


	Article VI RESERVED	22




 


	Article VII MANAGEMENT	22







	 	Section 7.1	Management of the Company	22
	 	Section 7.2	Composition of Board; Number; Term of Office; Committees	23
	 	Section 7.3	Vacancies; Removal; Resignation	24
	 	Section 7.4	Board Approval; Voting	24
	 	Section 7.5	Action by the Board	25
	 	Section 7.6	Action by the Members	26
	 	Section 7.7	Officers	27
	 	Section 7.8	Limitation on Authority of Holders	28




 


	Article VIII EXCULPATION, OTHER
ACTIVITIES AND INDEMNIFICATION	29







	 	Section 8.1	Exculpation; Elimination of Fiduciary Duties; Other Activities	29
	 	Section 8.2	Indemnification	31




 






    - i -


     


    




 


	Article IX BOOKS AND RECORDS	33







	 	Section 9.1	Books and Records	33
	 	Section 9.2	Bank Accounts	33
	 	Section 9.3	Annual Operating Budget	33
	 	Section 9.4	Reports	34
	 	Section 9.5	Access to Information	35
	 	Section 9.6	Accounting; Internal Controls	35




 


	Article X TRANSFERS	36







	 	Section 10.1	Restrictions on Transfers.	36
	 	Section 10.2	Permitted Transfers	37
	 	Section 10.3	Ryman Member Transfer Rights	37
	 	Section 10.4	Transferability of Ryman Member and Investor Member Rights	38
	 	Section 10.5	Other Transfer Conditions, Restrictions and Requirements	38
	 	Section 10.6	Involuntary Transfers	40
	 	Section 10.7	Termination of Status	40




 


	Article XI WITHDRAWAL AND DISSOLUTION	40







	 	Section 11.1	Withdrawal	40
	 	Section 11.2	Events of Dissolution	41
	 	Section 11.3	Liquidating Distributions	41
	 	Section 11.4	Conduct of Winding-Up	41




 


	Article XII REPRESENTATIONS,
WARRANTIES, AGREEMENTS AND OTHER MATTERS	41







	 	Section 12.1	Holder Representations	41
	 	Section 12.2	Anti-Corruption Compliance	43
	 	Section 12.3	FCC Matters	44




 


	Article XIII SPECIAL RIGHTS	45







	 	Section 13.1	Investor Member Purchase Option	45
	 	Section 13.2	Right of First Offer in Favor of the Investor Member (Stake Sale)	52
	 	Section 13.3	Tag-Along Rights	54
	 	Section 13.4	Redemption and Cross-Purchase Rights	54
	 	Section 13.5	Public Offering; Spinoff Transaction; Corporate Conversion in Connection with Public Offering or Spinoff
Transaction	59
	 	Section 13.6	Registration Rights	62
	 	Section 13.7	Drag-Along Rights	63
	 	Section 13.8	Additional Terms Applicable to Covered Transactions	65
	 	Section 13.9	Payment Exception	68
	 	Section 13.10	Investor ROFO	68
	 	Section 13.11	IPO Shortfall	70
	 	Section 13.12	Sale Payment upon a Sale of the Company	72
	 	Section 13.13	Investor IPO Request; IPO Request Put Right	74
	 	Section 13.14	Investor Seven-Year Put Right	77
	 	Section 13.15	Rights Terminate; Suspension	79
	 	Section 13.16	Put Delay Event	79
	 	Section 13.17	Ryman Member Right to Assign	81
	 	Section 13.18	REIT Protections	82
	 	Section 13.19	Valuation of Securities and Other Non-Cash Consideration	82




 






    - ii -


     


    

 


	Article XIV MISCELLANEOUS	83







	 	Section 14.1	Amendment of Agreement	83
	 	Section 14.2	Remedies	83
	 	Section 14.3	Waiver	83
	 	Section 14.4	Notices	83
	 	Section 14.5	Entire Agreement	84
	 	Section 14.6	Conflict Between this Agreement and Related Agreements	84
	 	Section 14.7	Binding Effect; Third-Party Beneficiaries	84
	 	Section 14.8	Severability	84
	 	Section 14.9	Headings	84
	 	Section 14.10	No Strict Construction	84
	 	Section 14.11	Interpretation	85
	 	Section 14.12	Counterparts	85
	 	Section 14.13	Governing Law	86
	 	Section  14.14	Jurisdiction and Venue	86
	 	Section 14.15	Expenses	86
	 	Section 14.16	Specific Performance	86
	 	Section 14.17	Legal Counsel	86
	 	Section 14.18	Advice from Independent Legal Counsel; Voluntary Agreement	87
	 	Section 14.19	Ryman Parent Guarantee; Successors	87
	 	Section 14.20	Atairos Parent Guarantee	88




 


Schedules
and Exhibits:


 


	Schedule A	     :     Membership
Interests
	Schedule B	     :     Initial
Managers
	Schedule C	     :     Major
Decisions
	Schedule D	     :     Permitted
Financing Terms
	Schedule E	     :     Sample
LTM Adjusted EBITDAre and Option Price
	Schedule F	     :     Sample
Minimum Investor Stake Value, Post IPO Investor Stake Value
	Schedule G	     :     Sample
Minimum Investor Sale Value and Sale Payment
	Schedule H	     :     Sample
IPO Request Put Price
	 	 
	Exhibit A	     :     Form of
Joinder
	Exhibit B	     :     Registration
Rights
	Exhibit C	     :     Form of
Assignment of Membership Interests




 






    -iii -


     


    

 



 


This
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of OEG Attractions Holdings, LLC,
formerly known as RHP Operations and Attractions Holdings, LLC (the “Company”), is made and entered into as of this
[__] day of [__], 2022 (the “Effective Date”), by and among the Company, RHP Operating Partnership, Ryman Hospitality
Properties, Inc., a Delaware corporation (“Ryman Parent”), Atairos Group, Inc., a Cayman Islands exempted
company (“Atairos Parent”), each Person listed as a Member on Schedule A attached hereto as of the date hereof
and each Person subsequently admitted as a member of the Company in accordance with the terms hereof.


 


RECITALS


 


WHEREAS, the Company was
formed as a Delaware limited liability company on September 18, 2012, by the filing of the Certificate of Formation with the Secretary
of State of the State of Delaware and the name of the Company has been changed from “RHP Operations and Attractions Holdings, LLC”
to “OEG Attractions Holdings, LLC” pursuant to a Certificate of Amendment thereto filed with the Secretary of State of Delaware
on January 25, 2022;


 


WHEREAS, the initial Limited
Liability Company Agreement of the Company dated as of September 18, 2012 (the “Initial LLC Agreement”) was entered
into with RHP Hotels, LLC (f/k/a Gaylord Hotels, Inc.) as the initial member of the Company (the “Ryman Member”);


 


WHEREAS, the Ryman Member
(as the Sole Member) and the Company amended and restated the Initial LLC Agreement as of November 16, 2012 (the “Amended
LLC Agreement”);


 


WHEREAS, as part of the transactions
contemplated by the Investment Agreement (as hereinafter defined), immediately prior to the closing of the transactions contemplated
by the Investment Agreement and the execution of this Agreement, Ryman Member transferred all the membership interests in the Company
to OEG MergeCo, LLC, and OEG MergeCo, LLC merged with and into the Company, with the Company as the surviving entity (the “Merger”),
with Ryman Member receiving all the Membership Interests in the Company as of the effectiveness of the Merger as the sole Member of the
Company prior to the admission of the Investor Member upon the effectiveness of this Agreement;


 


WHEREAS, pursuant to an Investment
Agreement, dated as of April 4, 2022, by and among the Company, the Ryman Member, RHP Hotel Properties, LP, a Delaware limited partnership
(the “RHP Operating Company”), Ryman Parent, the Investor Member and Atairos Group, Inc., a Cayman Islands exempted
company (the “Investment Agreement”), the Investor Member agreed to become a Member of the Company and purchase units
of membership interests in the Company in consideration of the contribution to the Company by the Investor Member of the Initial Funding
Amount, which the Company used to repay all or a portion of the Intercompany Note (as hereinafter defined) and to fund a distribution
to the Ryman Member, in each case on the terms set forth in the Investment Agreement;


 


WHEREAS, the Members desire
to enter into this Agreement to set forth herein their respective rights, duties and obligations with respect to the Company and each
other and reflect the issuance of the Membership Interest to the Investor Member and are hereby amending and restating the Amended LLC
Agreement by entering into this Agreement, which supersedes and replaces the Amended LLC Agreement in its entirety.


 






    


     


    

 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Members agree as follows:


 


Article I

DEFINITIONS


 


Section 1.1     Certain
Definitions.


 


(a)            For
purposes of this Agreement, the following terms shall have the meanings set forth below:


 


“Affiliate”
means, with respect to any Person, any other Person Controlling, Controlled by or under common Control with such Person. Notwithstanding
the foregoing, (a) the Investor Member shall not in any event be considered an Affiliate of (x) any Portfolio Company and (y) any
member of the Comcast Group, and (b) neither the Investor Member nor the Ryman Member shall in any event be considered an Affiliate
of the Company or any of its Subsidiaries, and vice versa.


 


“Anniversary”
used with a number indicating years means the specified anniversary of the date of this Agreement; for example, “Seventh Anniversary”
means the seventh anniversary of the date of this Agreement in 2029.


 


“Annual Maximum Permissible
Amount” shall mean, for any given calendar year, the maximum amount of cash that the Ryman Member could receive in respect
of its Units for such year without causing the Ryman Parent’s estimated gross income described in Section 856(c)(3) of
the Code to represent less than the minimum percentage permitted by Section 856(c)(3) plus five percent (5%) of its
total estimated gross income (within the meaning of Section 856(c)(3) of the Code), which maximum amount shall be determined
by the Ryman Member in good faith in accordance with Section 13.1.


 


“Anti-Corruption Laws”
means all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act and in any other applicable
jurisdiction.


 


“Business Day”
means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.


 


“Class A Holder”
means any Holder owning Class A Units, in such Holder’s capacity as such.


 


“Class A Unit”
means any Unit having the rights and obligations specified with respect to a “Class A Unit” in this Agreement and designated
as such on Schedule A hereto.


 






    - 2 -


     


    

 


“Class B Unit”
means a Unit hereinafter designated as a “Class B Unit” and having the rights and obligations specified with respect
thereto, as mutually agreed by the Ryman Member and the Investor Member, acting in good faith.


 


“Code” means
the Internal Revenue Code of 1986, as amended. All references in this Agreement to sections of the Code shall include any corresponding
provision or provisions of any succeeding law.


 


“Comcast Group”
means (i) Comcast Parent, (ii) any entity (A) into which Comcast Parent merges, (B) to which Comcast Parent transfers
all or substantially all of its assets or (C) of which Comcast Parent becomes a Subsidiary as part of a reorganization, restructuring
or other transaction (or, if such entity has an ultimate parent company, the ultimate parent company of such entity), and (iii) any
Subsidiary of a Person described in the foregoing clauses (i) or (ii), but not any Portfolio Company of Atairos Parent or a Portfolio
Company of an Affiliate of Atairos Parent.


 


“Comcast Parent”
means Comcast Corporation, a Pennsylvania corporation.


 


“Confidential Information”
means any and all information, statements, reports, trade secrets, documents, and other materials prepared or produced by or on behalf
of the Company, the Board or any Subsidiary of the Company or any of their respective officers, directors or employees or any investment
banker, financial advisor, attorney, accountant or other representative of such Person (collectively “Representatives”)
and any and all information, statements, reports, trade secrets, documents, and other materials concerning the Company or any Persons
that are or become its Subsidiaries or the financial condition, business, operations or prospects of the Company or any such Persons
in the possession of or furnished to any Member (including by virtue of its present or former right to designate a Manager of the Company);
provided that the term “Confidential Information” does not include information that (i) is or becomes generally
available to the public other than as a result of a disclosure by or on behalf of a Member or its Representatives in violation of this
Agreement, (ii) was available to such Member on a non-confidential basis prior to its disclosure to such Member or its Representatives
by the Company or (iii) becomes available to such Member on a non-confidential basis from a source other than the Company or its
Representatives after the disclosure of such information to such Member or its Representatives by or on behalf of the Company, which
source is (at the time of receipt of the relevant information) not, to the Member’s knowledge, bound by a confidentiality agreement
with (or other confidentiality obligation to) the Company or another Person; provided, further, that, notwithstanding anything
to the contrary contained herein, “Confidential Information” in the possession of the Ryman Member or the Investor Member
or any of their respective Affiliates prior to the date hereof shall not by virtue of the foregoing exceptions be deemed not to be Confidential
Information and the Ryman Member shall and shall cause its Affiliates, and the Investor Member shall and shall cause its Affiliates,
to keep or cause to be kept confidential such information in accordance with Section 3.2 as fully as if they did not have
access to such information prior to the date of this Agreement and only received it after the date of this Agreement.


 


“Control”
(including the terms “Controlling,” “Controlled by” and “under common Control with”)
means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether by agreement, contract or law or through any ownership of voting securities, power-of-attorney,
proxy, or other arrangement or mechanism.


 






    - 3 -


     


    

 


“Debt-Like Preferred
Equity” means preferred equity that (i) has a “hard coupon”, minimum return or the equivalent, such as a preferred
return or similar required payments that must be paid on dates certain, (ii) a “hard maturity” such as mandatory redemption
date or similar required date of repayment or redemption, (iii) provides for a change in control, required redemption, increase
in preferred return, right to change control or management, buy-sell mechanism or similar remedies in the event of a failure to repay
or redeem on date certain or satisfy preferred return or similar payment thresholds, (iv) is secured by a pledge of ownership interests,
or (v) is treated as debt under GAAP.


 


“Earnout Transactions”
has the meaning given such term in the Investment Agreement.


 


“Enforcement Action”
means any investigation of the Company, any of its Subsidiaries, any of its or their officers, directors, employees or agents or, to
the Company’s knowledge, any of its or its Subsidiaries’ stockholders, partners or other equity holders (in connection with
the business of the Company and its Subsidiaries) for alleged violation of any Anti-Corruption Laws.


 


“Equity
Securities” means, with regard to any Person, as applicable, (a) any capital stock, voting, partnership, membership,
joint venture or other ownership or equity interests, or other share capital of such Person, (b) any securities (including debt
securities) of such Person, directly or indirectly, convertible into or exchangeable for any capital stock, partnership, membership,
joint venture or other ownership or equity interests, or other share capital (whether voting or non-voting, whether preferred, common
or otherwise) of such Person or containing any profit participation features with respect to such Person, (c) any rights or options
directly or indirectly to subscribe for or to purchase any capital stock, partnership, membership, joint venture or other ownership or
equity interests, other share capital of such Person or securities containing any profit participation features with respect to such
Person or directly or indirectly to subscribe for or to purchase any securities directly or indirectly convertible into or exchangeable
for any capital stock, partnership, membership, joint venture or other ownership interests, other share capital of such Person or securities
containing any profit participation features with respect to such Person, (d) any share, unit or membership interest appreciation
rights, phantom share rights, contingent interest or other similar rights relating to such Person (including any equity-linked rights
or rights, to payments or otherwise, tied to the equity value of such Person), or (e) any Equity Securities of such Person issued
or issuable with respect to the securities referred to in clauses (a) through (d) above in connection with a combination of
shares, units or membership interests or recapitalization, exchange, merger, consolidation or other reorganization.


 


“Family Member”
means, with respect to any individual, (i) such individual’s spouse or ex-spouse, (ii) such individual’s parents,
(iii) such individual’s children, step-children or their respective lineal descendants and (iv) any trust or other estate
planning entity for the exclusive benefit of any individuals referenced in (i) through (iii) above.


 






    - 4 -


     


    

 


“Federal Communications
Laws” means the Communications Act of 1934, as amended, and the rules, regulations and written policies of the Federal Communications
Commission (“FCC”) promulgated pursuant thereto, as the same may be amended from time to time.


 


“Fiscal Year”
means the calendar year.


 


“GAAP” means
U.S. generally accepted accounting principles applied on a consistent basis during the periods involved.


 


“Governmental Body”
means any federal, state or local court, tribunal, administrative or regulatory department, agency or commission, arbitral or judicial
body, or other governmental or administrative authority, domestic or foreign.


 


“Holder”
means any Member or any other Person owning a Membership Interest (including any Involuntary Transferee), regardless of whether and to
what extent such Member or other Person has been, is or will be admitted to the Company as a member in accordance with the provisions
of this Agreement and applicable law.


 


“Indemnitee”
means any Person that is or was (a) a Manager, Officer or employee or (b) serving or served at the Company’s request
as a director, manager, officer, employee or agent of another Person.


 


“Initial Funding Amount”
means an amount equal to the Purchase Price (as defined in the Investment Agreement).


 


“Intercompany Note”
means that certain promissory note dated as of April 5, 2021 in the original principal amount of $ 509,000,000, (which amount is
subject to increase including in connection with the Block 21 Acquisition) in favor of RHP Hotel Properties L.P., which is being repaid
and extinguished upon the execution of this Agreement.


 


“Investor
Member” means, collectively, A-OEG Holdings, LLC, a Delaware limited liability company, and any Permitted Transferee
of the Investor Member holding Units, in each case, for so long as any such Person is the owner of a Unit and a Permitted Transferee.


 


“Involuntary
Transfer” means except for any Transfer approved in accordance with Section 10.6, any Proceeding,
transaction or other event by or in which any Person is involuntarily deprived or divested of any right, title or interest in or to
any Membership Interest (or portion thereof), including (i) a seizure under levy of attachment or execution, (ii) a
foreclosure under a pledge, (iii) a Transfer to a trustee in bankruptcy, receiver or other officer or agency, (iv) a
Transfer to a governmental officer or agency pursuant to a statute pertaining to escheat or abandoned property or (v) a
Transfer occurring as a result of or otherwise in connection with the death or divorce of a Person; provided that an Involuntary
Transfer shall not be applicable to the Ryman Member, the Investor Member or any of their respective Permitted Transferees.


 


“Involuntary Transferee”
means any Person to the extent such Person has acquired or will acquire any right, title or interest in or to any Membership Interest
(or portion thereof) as a result of or in connection with an Involuntary Transfer, unless and until such Person is admitted as a Member
in accordance with this Agreement with respect to and to the extent of such Membership Interest.


 






    - 5 -


     


    

 


“IPO” means
an underwritten initial public offering of the Equity Securities of the Company or a New Company registered on Form S-1 (or any
equivalent or successor form) under the Securities Act for listing on a nationally recognized exchange.


 


“IPO Disruption Event”
means either (i) the market for equity securities in the United States shall have deteriorated from market conditions reasonably
foreseeable as of the IPO Acceptance Date so as to render it impracticable or inadvisable to proceed with an IPO of the Company’s
Equity Securities in the reasonable judgment of the proposed underwriters for the IPO or (ii) the earnings, business, consolidated
financial position or consolidated results of operations of the Company and its Subsidiaries considered as one enterprise shall have
deteriorated from those reasonably foreseeable as of the IPO Acceptance Date, which in the reasonable judgment of the proposed underwriters
for the IPO is so material and adverse as to make it impracticable or inadvisable to proceed with the IPO.


 


“Liens”
has the meaning ascribed to such term in the Investment Agreement.


 


“LMA” means
the Local Programming and Marketing Agreement, dated as of the date hereof, between WSM-AM, LLC, a Delaware limited liability company,
and Grand Ole Opry, LLC, a Delaware limited liability company.


 


“Major
Decision” means the actions set forth on Schedule C in items (1) through (12).


 


“Management Member”
means (i) any current or former officer, employee, director, independent contractor or consultant of the Company or any of its Subsidiaries,
who directly or indirectly, received Class B Units or any other equity incentive compensation arrangement approved by the Board,
(ii) any other Member who is designated as a “Management Member” pursuant to a written agreement or acknowledgment with
such Member, or (iii) any Permitted Transferee of a party described in the foregoing clauses (i) and (ii). Notwithstanding
anything to the contrary contained herein, in no event shall the term include the Investor Member, the Ryman Member or any of their Permitted
Transferees.


 


“Member”
means each Person admitted to the Company as a Member in accordance with the provisions of this Agreement and applicable law, including
any Permitted Transferee, in each case, only for so long as such Person is the owner of Units. If a Person admitted as a Member with
respect to a Membership Interest acquires an additional Membership Interest (whether as a result of an Involuntary Transfer or otherwise),
such Person shall not be treated as a Member with respect to such additional Membership Interest unless and until such Person is admitted
as a Member in accordance with this Agreement with respect to and to the extent of such additional Membership Interest. Notwithstanding
anything to the contrary in this Agreement but subject to compliance with Section 10.5, any Permitted Transferee shall automatically
be admitted as a Member in accordance with Section 10.2 with respect to any Units it receives under and in accordance with
this Agreement.


 






    - 6 -


     


    

 


“Membership Interest”
means, as provided in this Agreement, the entire equity interest in the Company of a Person (whether or not such Person is or has been
admitted as a Member), including the number of Units, any economic rights, any right to participate in liquidating and non-liquidating
distributions from the Company, any obligation to make additional contributions, and any and all other rights, obligations and duties
associated with such equity interest.


 


“Officer”
means any Person validly and properly appointed and acting as an officer of the Company in accordance with Section 7.7.


 


“Option Agreement”
means the Option Agreement, dated as of the date hereof, between WSM-AM, LLC, a Delaware limited liability company, and Grand Ole Opry,
LLC, a Delaware limited liability company.


 


“Outstanding Units”
means, at any time of determination, the number of then outstanding Class A Units.


 


“Permitted Transferee”
means:


 


(a)            with
respect to the Investor Member, (i) any of Atairos Parent’s controlled Affiliates, (ii) any of Atairos Parent’s
Affiliates that is controlled, managed or advised on a discretionary basis by (A) Atairos Partners, L.P., (B) Atairos Management,
L.P. or (C) any other Affiliate of Atairos Partners, L.P. or Atairos Management, L.P. that acts as an investment advisor to, or,
directly or indirectly, as a general partner, controlling shareholder or equivalent of, Atairos Parent, (iii) solely in the event
of and following or in connection with the winding up or dissolution of Atairos Parent, (A) any member, shareholder, general partner
or limited partner of Atairos Parent, (B) any officer, general partner, director, manager, shareholder, employee or limited partner
of any of the Persons described in the foregoing clause (A), (C) any Family Member, executor, administrator, testamentary trustee,
legatee or beneficiary of any of the Persons described in the foregoing clauses (A) or (B), (D) a trust or similar entity substantially
all the economic interests of which are held by or for the Persons described in the foregoing clauses (A) through (C), and (E) any
corporation, limited liability company or other legal entity, substantially all of the economic interests of which are held by or for
the benefit of any of the Persons described in the foregoing clauses (A) through (C) and (iv) any member of the Comcast
Group;


 


(b)            with
respect to the Ryman Member or the Ryman Operating Partnership, (i) Ryman Parent, (ii) any entity (A) with which Ryman
Parent or the Ryman Operating Partnership merges, (B) to which Ryman Parent or the Ryman Operating Partnership transfers all or
substantially all of its assets or (C) of which Ryman Parent or the Ryman Operating Partnership becomes a Subsidiary as part of
a reorganization, restructuring or other transaction (or, if such entity has an ultimate parent company, the ultimate parent company
of such entity), or (iii) any Subsidiary of a Person described in the foregoing clauses (i) or (ii); and


 


(c)            in
the case of a Member that is a natural person, (x) a Transferee by testamentary or intestate disposition or (y) any Family
Member of such Member, and which in each case of clauses (x) or (y), if an entity or trust, is controlled by the Transferring Member
(where “control” means the possession, directly or indirectly, of the power to direct the disposition and voting of the Units
transferred to such trust or other legal entity).


 






    - 7 -


     


    

 


“Person”
means any individual, partnership, corporation, limited liability company, joint venture, trust, association or other entity or organization,
including a government or political subdivision or an agency or instrumentality thereof.


 


“Portfolio Company”
means any portfolio operating company in which the Investor Member or any of its Affiliates has made a debt or equity investment.


 


“Preemptive
Rights Members” means each Holder of Class A Units who is an “accredited investor” as defined under
Rule 501 of Regulation D of the Securities Act.


 


“Proceeding”
means any claim, suit, action, proceeding, arbitration, mediation, audit, hearing, inquiry or, to the knowledge of the Person in question,
investigation (in each case, whether civil, criminal, administrative, investigative, formal or informal) in each case commenced, brought,
conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.


 


“Qualified IPO”
means a firmly underwritten public offering of common stock of a New Company, after which the common stock is listed on the New York
Stock Exchange, NASDAQ Global Select Market or NASDAQ Global Market, raising proceeds to the New Company and/or its equityholders of
$200,000,000 or more in the aggregate (without deducting underwriting discounts, expenses and commissions). A SPAC Transaction will be
deemed a Qualified IPO for purposes of Section 13.11 (but subject to any requirements specifically applicable to a SPAC Transaction
as required by this Agreement).


 


“Qualified Spinoff”
means a Spinoff Transaction where no more than twenty percent (20%) of the economic or voting interests of all Equity Securities then
outstanding of the Issuer following the spin off, split off or other dividend or other distribution are held, directly or indirectly,
by the Ryman Member or any of its Permitted Transferees, or, after a Qualified IPO, any Spinoff Transaction.


 


“Redemption Fair
Market Value” means, in Section 13.4 with respect to any Units or any portion thereof, the fair market value thereof
determined as of the applicable reference date in good faith by the Board, taking into consideration all factors it deems relevant; provided,
that, for purposes of Article XIII, Redemption Fair Market Value may take into consideration any lack of liquidity, minority
interest or other similar discounts as might otherwise be applicable under generally accepted appraisal and valuation standards.


 


“Ryman Parent Common
Stock” means the common stock, $0.01 par value per share, of Ryman Parent to the extent listed on a United States national
securities exchange and registered under Section 12(b) of the Securities Exchange Act.


 


“Sale of the Company”
means any of the following, whether in a single transaction or series of related transactions, with a third party: (a) any merger,
consolidation or other business combination of the Company with another Person, if the Member or Members owning a majority in voting
power of the Voting Units, as determined immediately prior to the relevant transaction, would own, directly or indirectly, less than
a majority (as determined immediately after the consummation of the relevant transaction) in voting power of the voting securities of
the surviving Person; (b) any voluntary sale or exchange of Voting Units to a third party, if a third party or “group”
(in accordance with the Securities Exchange Act requirements but excluding, for the avoidance of doubt, any such “group”
that may be deemed to be created by virtue of this Agreement) would own a majority in voting power of the Voting Units, other than (i) (A) the
Ryman Member or any of its Permitted Transferees, or (B) the Investor Member or any of its Permitted Transferees (each Person in
clause (A) and (B), a “Permitted Holder”) or (ii) any such “group” controlled, directly or indirectly,
by one or more of the Permitted Holders ; or (c) any sale or exchange of all or substantially all of the assets of the Company and
its Subsidiaries, taken as a whole other than to a Permitted Holder or a group controlled directly or indirectly by a Permitted Holder.
For the avoidance of doubt, a transaction involving a SPAC Transaction, shall be considered to be an IPO, and not a Sale of the Company,
for purposes of this Agreement (but without limiting any requirements specifically applicable to a SPAC Transaction as required by this
Agreement). For the avoidance of doubt, a Sale of the Company does not include a transaction where (i) the Ryman Member or any of
its Affiliates or (ii) the Investor Member or any of its Affiliates, in each case, is a purchaser, unless otherwise mutually agreed
by the Ryman Member and the Investor Member; provided in no event shall a Sale of the Company be deemed to include any transaction
effected for the purpose of changing, directly or indirectly, the form of organization or the organization structure of the Company,
so long as the Holders immediately prior to such transaction own Equity Securities with respect to such reorganized entity in substantially
the same proportions as their ownership of the Units immediately prior to such transaction.


 






    - 8 -


     


    

 


“SEC” means
the Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933 and the rules and regulations promulgated thereunder, in each case as amended from time to time,
or any successor thereto.


 


“Securities Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.


 


“SPAC” means
any publicly traded blank check company and/or special purpose acquisition company or vehicle pursuing an initial business combination
or any Subsidiary thereof that, immediately prior to the consummation of the initial business combination transaction, (x) has no
material assets (other than proceeds from its initial public offering, the private placement of securities in connection therewith and
working capital loans made by such company’s sponsor, management team or their respective Affiliates), (y) has no material
liabilities or obligations (other than ordinary course payables to vendors, professionals, consultants and other advisors, deferred underwriting
fees incurred in connection with its initial public offering and otherwise to the extent arising from the rights of the company’s
public shareholders to redeem their shares and receive liquidating distributions under specified circumstances) and (z) is not an
Affiliate of the Ryman Member or the Investor Member.


 


“SPAC
Transaction” means (a) a transaction or series of related transactions, by merger, consolidation or other business
combination pursuant to which a majority of the business, assets or divisions of the Company or any successor thereto or Subsidiary
thereof is combined with that of a SPAC, regardless of the percentage of the Members’ ownership interest in the entity
resulting from or surviving such merger, consolidation or other business combination, (b) the sale, transfer, exchange or other
disposition of all or a majority of the business, assets, divisions or voting securities of the Company or any successor thereto or
Subsidiary thereof to a SPAC, whether by way of merger, consolidation or otherwise, or (c) a restructuring, recapitalization or
similar transaction resulting in the combination of the Company or any successor thereto or Subsidiary thereof with a SPAC, in each
case, (i) as a result of which the surviving entity (or its parent entity) is listed on a United States national securities
exchange with Equity Securities registered under Section 12(b) of the Securities Exchange Act and (ii) the
consideration payable in such transaction to the Members shall be solely cash or publicly traded Equity Securities (including
earnout consideration payable in cash or publicly traded Equity Securities).


 






    - 9 -


     


    

 


“Spinoff Transaction”
means a spin off, split off or other dividend or other distribution by Ryman Parent to, or exchange with, its shareholders of securities
of the Company or its successor other than in connection with a Qualified IPO, in which (i) the Company or its successor is listed
on a United States national securities exchange with Equity Securities registered under Section 12(b) of the Securities Exchange
Act, (ii) the Investor Member receives or owns after the Spinoff Transaction the same type and/or series of Equity Securities of
the Issuer as the public shareholders and (iii) the Investor Member’s ownership interests in the Issuer would not be diluted
as a result of the spin off, split off or other dividend or other distribution, or any Corporate Conversion occurring prior to such transactions.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one
or more of the other Subsidiaries of that Person or a combination thereof, (ii) if a partnership, association or other business
entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (iii) that would be required
to be consolidated in such party’s financial statements under GAAP as adopted (whether or not yet effective) in the United States.
For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, association or other business
entity if such Person is allocated a majority of the gains or losses of such partnership, association or other business entity or is
or controls the managing director, managing member or general partner (or equivalent) of such partnership, association or other business
entity.


 


“Substitute
Member” means any Person admitted as a Member of the Company pursuant to Section 10.5(b) in connection
with the Transfer of Membership Interests to such Person.


 


“Transfer”
means, whether direct or indirect, any transfer (whether of record or beneficial ownership, including an indirect transfer of equity
(including pursuant to a derivative transaction or through the transfer or issuance of any Equity Securities in or by any direct or indirect
company holding such equity), sale, redemption option grant, swap or other derivative transaction, assignment, gift, abandonment, termination,
withdrawal, bequest, pledge, lien, mortgage or other encumbrance or disposition (irrespective of whether any of the foregoing is effected
voluntarily, by operation of law or otherwise, or whether inter vivos or upon death), but excluding, in each case, (i) redemptions
or repurchases of Equity Securities of the Company or any of its Subsidiaries in accordance with Section 13.4 by the Company
or purchases in accordance with Section 13.13 or Section 13.14, (ii) any sale, transfer or issuance (including
any public offering) of Equity Securities of (A) Ryman Parent or Comcast Parent or (B) Atairos Parent, RHP Operating Company
or any other member of the Comcast Group or any successor thereto or any holding company or direct or indirect holder of Equity Securities
in Atairos Parent, Ryman Parent or RHP Operating Company or any successor thereto, but only in each case if the fair market value of
the Equity Securities of the Company held, directly or indirectly, by such Person does not exceed thirty-three percent (33%) of the fair
market value of the total consolidated assets of such Person, (iii) a Corporate Conversion or (iv) after a Qualified Spinoff,
transactions by holders of Equity Securities of the Company or a New Issuer or transfers of equity in holders of Equity Securities of
the Company or a New Issuer after a Qualified Spinoff, with respect to Equity Securities that are distributed or exchanged in any Qualified
Spinoff.


 






    - 10 -


     


    

 


“Unit” means
any unit representing a Membership Interest under this Agreement, including any Class A Unit, Class B Unit and any other types
and classes and/or series of Units that may be issued in the future in accordance with this Agreement. The Company may issue whole or
fractional Units.


 


“Voting Unit”
means any Class A Unit and any other Unit designated to have voting rights under this Agreement. For the avoidance of doubt, notwithstanding
anything to the contrary herein, the Earnout Transactions shall not be deemed to affect the number or percentage of Voting Units held
by the Investor Member.


 


“VWAP” means
the volume-weighted average trading price for a share of a security on the principal market on which a security is listed, over the specified
number of trading days.


 


(b)            The
following additional terms shall have the meanings specified in the indicated Section of this Agreement:


 


	Term	Section
	Accepting
    Preemptive Rights Member	3.5(c)
	Accepting
    Preemptive Rights Member’s Proportionate Percentage	3.5(i)
	Acquiror
    REIT Protections	13.10(a)
	Act	3.3
	Agreement	Preamble
	AMPA
    Notice	13.1(c)
	Annual
    Operating Budget	9.3(a)
	Block
    21 Loan	Schedule
    D
	Board	7.1(a)
	Budget
    Year	9.3(a)
	Calculation
    Value	13.11(a)
	Call
    Event Date	13.4(b)
	Call
    Member	13.4(b)
	Chairman	7.2(b)



 






    - 11 -


     


    


 


	Term	Section
	Closing
    Units	13.11(b)(iii)
	Company	Preamble
	Company
    Call Period	13.4(b)
	Company
    Credit Facility	Schedule
    D
	Company
    Equity	13.11(b)(ix)
	Competitive
    Business	8.1
	Competitive
    Business Opportunity Offer	8.1(c)(A)
	Consulting
    Member	13.5(c)
	Continuing
    Member	13.4(b)
	Corporate
    Conversion	13.5(d)(i)
	Covered
    Member	13.8(a)
	Covered
    Transaction	13.8
	Delaware
    Act	2.1
	Determining
    Member	13.5(c)
	Draft
    Budget	9.3(a)
	Drag-Along
    Holders	13.7(a)
	Drag-Along
    Purchaser(s)	13.7(a)
	Drag-Along
    Sale	13.7(a)
	Dragging
    Holder	13.7(a)
	Effective
    Date	Preamble
	Eligible
    Tag-Along Units	13.3(b)
	Emergency
    Meeting	7.5(b)
	Event
    of Dissolution	11.2
	Excess
    Sale Proceeds	13.11(b)(v)
	Exempt
    Securities	3.5(g)
	Exempted
    Officers	7.7(d)
	FCC
    Application	12.3(e)
	Fund
    Indemnitors	8.2(h)
	Independent
    Referee	13.1(b)(ii)
	Index
    Event	13.16(f)(iii)
	Initial
    LLC Agreement	Recitals
	Investment
    Date	13.12(a)(vi)
	Investor
    Designees	7.2(a)
	Investor
    Member Proceeds	13.12(a)(vii)
	Investor
    Put Rights	13.14(a)
	Investor
    ROFO	13.10(a)
	Involuntary
    Transfer Notice	13.4(a)
	IPO
    Consummation Period	13.13(b)



 






    - 12 -


     


    


 


	Term	Section
	IPO
    Failure Notice	13.13(b)
	IPO
    Request Period	13.13(a)
	IPO
    Request Put Exercise Notice	13.13(a)
	IPO
    Request Put Price	13.13(c)
	IPO
    Request Put Right	13.13(a)
	IPO
    Request Put Window	13.13(a)
	IPO
    Request Right	13.13(a)
	IPO
    Shortfall	13.11(b)(vii)
	IRR	13.12(a)(vi)
	Issuer	13.5(d)(ii)
	Issuer
    Shares	13.5(d)(ii)
	Joinder	10.5(a)(iii)
	Last
    Look Notice	13.10(c)(ii)
	Legal
    Requirement	13.16(f)
	Liquidity
    Restriction	13.4(f)
	LTM
    Adjusted EBITDAre	13.1(e)
	Major
    Decisions	Schedule
    C
	Management
    Holdco	4.6
	Manager	7.1(a)
	Maximum
    Amount	13.3(b)
	Member
    Representative	13.8(h)
	Minimum
    Investor Sale Value	13.12(a)(v)
	Minimum
    Investor Stake Value	13.11(b)(v)
	Natural
    Disaster Event	13.16(f)(iv)
	New
    Company	13.5(d)(i)
	New
    Issue Notice	3.5(a)
	New
    Unit	9.3(c)
	New
    Unit Costs	9.3(b)(vi)
	Notice	14.4
	Notice
    of Acceptance	3.5(c)
	Notice
    of Objection	13.4(c)
	Offered
    Securities	3.5(b)
	Option	13.1(a)
	Option
    Exercise Notice	13.1(d)(i)
	Option
    Period	13.1(d)(i)
	Option
    Price	13.1(e)
	Option
    Price Dispute	13.1(b)(ii)
	Option
    Price Dispute Notice	13.1(b)(i)
	Option
    Price Notice	13.1(a)
	Option
    Units	13.1(d)(ii)
	Order	13.16(f)
	Other
    Eligible Member	13.3(a)
	Oversubscription
    Rights	3.5(d)



 






    - 13 -


     


    


 


	Term	Section
	Payment
    Cap	13.11(b)(viii)
	Permitted
    Financing Terms	Schedule
    D
	Post
    IPO Investor Stake Value	13.11(b)(vi)
	Post-Commencement
    Put Delay Event	13.16(a)
	Post-Window
    Put Delay Event	13.16(a)
	Preemptive
    Rights Issuance	3.5(a)
	Preemptive
    Rights Member’s Proportionate Percentage	3.5(i)
	Preemptive
    Rights Offer	3.5(b)
	Preemptive
    Rights Offer Period	3.5(b)
	Pre-Window
    Put Delay Event	13.16(a)
	Prorated
    Return Multiple	13.13(e)(ii)
	Purchase
    Notice	13.7(a)
	Put
    Delay Event	13.16(f)(i)
	Put
    Delay Notice	13.16(a)
	Put
    Delay Period	13.16(f)(ii)
	Reallotment
    Units	13.3(i)
	Redemption
    Closing	13.4(d)
	Redemption
    Price	13.4(b)
	REIT	10.3(b)
	REIT
    Compliance Date	13.2(a)
	REIT
    Compliance Offer	13.2(a)
	REIT
    Compliance Transfer	13.2(a)
	Remaining
    Offered Securities	3.5(d)
	Restricted
    Person	8.1
	Retained
    Invested Equity	13.11(b)(ii)
	Retained
    Units	13.11(b)(iv)
	ROFO
    Notice	13.2(a)
	ROFO
    Notice 13.10	13.10(a)
	ROFO
    Offer	13.2(a)
	ROFO
    Offer Period	13.2(c)
	ROFO
    Offer Price	13.2(a)
	ROFO
    Proposal	13.10(a)
	ROFO
    Sale	13.2(a)
	ROFO
    Securities	13.2(a)
	Rollover
    Investment	13.8(b)
	Ryman
    Designees	7.2(a)
	Ryman
    IPO Response	13.13(a)
	Ryman
    Member	Recitals
	Ryman
    Parent Sale	13.12(e)
	Ryman
    Parent Stock Event	13.16(f)
	Ryman
    Successor Transaction	14.19(b)
	Sale
    Deficit	13.12(a)
	Sale
    Payment	13.12(a)



 






    - 14 -


     


    


 


	Term	Section
	Settlement
    Date	13.11(b)(i)
	Seven-Year
    Put Consideration	13.14(b)
	Seven-Year
    Put Exercise Date	13.14(a)
	Seven-Year
    Put Exercise Notice	13.14(a)
	Seven-Year
    Put Price	13.14(b)
	Seven-Year
    Put Right	13.14(a)
	Seven-Year
    Put Window	13.14(a)
	Subject
    Financing	Schedule
    D
	Subsequent
    IPO Request Put Window	13.13(b)
	Tag-Along
    Interest	13.3(b)
	Tag-Along
    Notice	13.3(d)
	Tag-Along
    Period	13.3(d)
	Tag-Along
    Sale	13.3(b)
	Tag-Along
    Seller	13.3(b)
	Tagging
    Member	13.3(d)
	Tax-Deferred
    Sale	13.10(a)
	Third
    Party	13.3(b)
	Third
    Party Terms	13.3(c)
	TRA	13.5(f)
	Transaction
    Member Representative	13.8(h)
	Transferor
    Tag-Along Notice	13.3(c)
	Unreturned
    Subsequent Investment	13.13(e)(i)


 


Article II

ORGANIZATIONAL MATTERS


 


Section 2.1     Legal
Status. The Company is a limited liability company formed and existing under the Delaware Limited Liability Company Act, as amended
(the “Delaware Act”). The Company shall be governed by the Delaware Act. The Board and the Holders shall take such
steps as are necessary to maintain the Company’s status as a limited liability company formed under the laws of the State of Delaware
and qualification to conduct business in any jurisdiction where the Company does business and is required to be so qualified.


 


Section 2.2     Name.
The name of the Company is OEG Attractions Holdings, LLC. The Board may change the name of the Company at any time and from time to time.
The Company’s business may be conducted under its name and/or any other name or names deemed advisable by the Board.


 


Section 2.3     Purpose.
The purpose of the Company is to engage in any activity permitted under the Delaware Act. The Company shall possess and may exercise
all the powers and privileges granted by the Delaware Act or by any other law or by this Agreement, together with any powers
incidental thereto, insofar as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the
foregoing objectives and purposes of the Company.


 






    - 15 -


     


    

 


Section 2.4     Term.
The term of the Company commenced on the date specified in the Certificate of Formation filed for record in the Office of the Secretary
of State of the State of Delaware and shall continue until the Company is dissolved pursuant to this Agreement.


 


Section 2.5     Limited
Liability Company Agreement. The Members and the Company hereby execute this Agreement for the purpose of establishing the affairs
of the Company and the conduct of its business in accordance with the provisions set forth herein and the Delaware Act. This Agreement
shall be effective immediately after the effectiveness of the Merger. The Members hereby agree that during the term of the Company set
forth in Section 2.4 the rights, powers and obligations of the Company and the Members with respect to the Company will be
determined in accordance with the terms and conditions of this Agreement and, except where the Delaware Act provides that such rights,
powers and obligations specified in the Delaware Act shall apply “unless otherwise provided in a limited liability company agreement”
or words of similar effect and such rights, powers and obligations are set forth in this Agreement, the Delaware Act; provided that,
notwithstanding the foregoing, Section 18-305(a) of the Delaware Act (entitled “Access to and Confidentiality of Information;
Records”) shall not apply or be incorporated into this Agreement, and each Member waives any rights in connection therewith.


 


Article III

MEMBERS AND MEMBERSHIP INTERESTS


 


Section 3.1     Holders.
Schedule A sets forth the name and address of each Holder, along with the Membership Interest held. From time to time, the
Board shall amend Schedule A (without the consent of any Person) to reflect any change in ownership, redemption, forfeiture,
cancellation or issuance of or other event affecting any Membership Interest in each case, occurring in accordance with the terms of
this Agreement.


 






    - 16 -


     


    

 


Section 3.2     Confidentiality.
(a) Each Holder agrees to hold all Confidential Information in confidence and not to disclose any Confidential Information to
any Person (other than the Company, any Subsidiary of the Company, any Manager or any Officer) and (b) the Company agrees to
hold all Confidential Information concerning any Member or any Affiliate of a Member in confidence and not to disclose any such
Confidential Information to any Person (other than the Company, any Subsidiary of the Company, any Manager or any Officer), in each
case of (a) or (b), other than (i) to the financial, legal and other professional advisors of the Company or a Holder, or
where such Person is an entity, to those employees, partners (general or limited), members, managers, shareholders, officers and
directors of such Person, or by a Member to a prospective purchaser of a Membership Interest held by such Member pursuant to a
Transfer in accordance with the provisions of this Agreement; provided that such recipients have been informed of the
confidential nature of the Confidential Information and are subject to confidentiality obligations in respect of such information
that are at least as protective with respect to such information as set forth in this Section 3.2 and, in the case of a
prospective purchaser, such confidentiality obligations are in form reasonably satisfactory to the Company, and, in any event, the
Person disclosing such Confidential Information shall be liable for any failure by any Person to whom or which such Confidential
Information has been disclosed to abide by the provisions of this Section 3.2, (ii) as part of its normal
reporting, rating or review procedure (including normal credit rating and pricing process), or in connection with such
Member’s of its Affiliates’ or investors’ ordinary course fund raising, marketing, information or reporting
activities, provided that such recipients have been informed of the confidential nature of the Confidential Information and
are subject to confidentiality obligations in respect of such information that are at least as protective with respect to such
information as set forth in this Section 3.2, (iii) to such Member’s (or any of its Affiliates’ or
investors’) Affiliates, auditors, accountants, attorneys or other agents in the normal course of the performance of their
duties, provided that such recipients have been informed of the confidential nature of the Confidential Information and are
subject to confidentiality obligations in respect of such information, (iv) as required under applicable law or regulation
(including any reporting or disclosure obligations pursuant to law, rules or regulations of the SEC, the preparation of any Tax
return or Tax audit or required by any listing agreement with any national securities exchange) or by court or governmental order,
subpoena or legal process to which such Member or any of its Affiliates is subject (including, in the case of this clause (iv), in
connection with, and following, an initial public offering of a Member or any of its Affiliates permitted hereunder; provided
that, the Member required to make such disclosure pursuant to this clause (iv) shall (except to the extent contemplated by the
succeeding proviso) provide to the Company prompt notice of such disclosure to enable the Company to seek an appropriate protective
order or confidential treatment); provided, further, that Ryman Parent and, if Atairos Parent or an Affiliate thereof
is a public reporting company, Atairos Parent or such Affiliate, may make any required public company disclosures, and Ryman Parent
and Atairos Parent will reasonably cooperate with the Company to enable such Persons to comply with legal obligations and will
coordinate and keep the other informed with respect to the timing of disclosures, (v) to any actual or potential sources of
debt or equity financing to such Member or its Affiliates (so long as such financing sources are advised of the confidential nature
of such information and are bound by a confidentiality agreement containing terms no less restrictive than those contained in this Section 3.2); provided
that such recipients have been informed of the confidential nature of the Confidential Information and are subject to
confidentiality obligations in respect of such information, and, in any event, the Person disclosing such Confidential Information
shall be liable for any failure by any Person to whom or which such Confidential Information has been disclosed to abide by the
provisions of this Section 3.2), (vi) in the case of the Managers, as required in the performance of their duties
for or on behalf of the Company or any of its Subsidiaries, (vii) to any regulatory authority or agency (including any rating
agency) that has jurisdiction over or with which such Member or its Affiliates has regular dealings, so long as such authority or
agency is advised of the confidential nature of such information and information regarding the Company is not the target of such
inquiry, (viii) each Member is permitted to disclose to any Persons, without limitation of any kind, the tax treatment and tax
structure of the Company and all materials of any kind (including opinions or other tax analyses) that are provided to such Member
relating to such tax treatment and tax structure, or (ix) in the case of the Investor Member, the disclosure by it and its
Affiliates on their respective worldwide web pages of the name of the Company, the name of the Chief Executive Officer of the
Company or its Subsidiaries, a brief description of the business of the Company or its Subsidiaries and the logo of the Company or
its Subsidiaries and the fact of the Investor Member’s investment in the Company; provided that in each case above, a
Person disclosing such Confidential Information shall be liable for any failure by any Person to whom or which such Confidential
Information has been disclosed to abide by the provisions of this Section 3.2. Notwithstanding anything herein to the
contrary, the Investor Member’s obligations in this Section 3.2 shall, in each case, not be deemed to be breached
by any disclosure (x) to members of the Comcast Group subject to subsection (b)(i) above, or (y) by NBC Universal
Media, LLC or any other of members of the Comcast Group in the ordinary course of their business of disseminating news and
information; provided that the individuals involved in such dissemination received such Confidential Information from a
source other than the personnel of the Investor Member or any of its Affiliates, the Comcast Group or any of their or its
representatives involved in the matters contemplated by this Agreement or the letter agreement dated as of the date hereof between
Atairos Parent, the Investor Member and NBCUniversal Media, LLC (“NBCUniversal”) or the business of the Company
and not in violation of any obligation of confidentiality by Investor Member or any of its Affiliates, NBCUniversal any of its
Subsidiaries or any of their respective Representatives. Without limiting the foregoing, each Manager shall, subject to applicable
law, be permitted to communicate Confidential Information received by such Manager in his capacity as a Manager to the Member who
designated such Manager so long as such Member keeps such Confidential Information confidential pursuant to this Section 3.2.


 






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Section 3.3     Certification.
No Membership Interest shall be certificated unless otherwise directed by the Board. From time to time, the Board may cause any or all
of the Membership Interests to be certificated, and may place one or more legends on any of such certificates. Without limitation of
the foregoing, the Board may place the following legend on such certificates:


 


The securities represented hereby have
not been registered under the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws,
and may not be resold unless they are registered under the Act and those securities laws or an exemption from registration is available
thereunder. The securities represented hereby are subject to the Second Amended and Restated Limited Liability Company Agreement of the
issuer of such securities dated as of _____________, as amended from time to time, including the transfer restrictions set forth therein.
A copy of that agreement may be obtained at the Company’s principal executive offices without charge.


 


Section 3.4     Equitable
Adjustment of Units. In the event that the Company shall make any subdivision (by any Unit split, Unit dividend or distribution,
reclassification, reorganization, recapitalization or otherwise) or combination (by reverse Unit split, reclassification, reorganization,
recapitalization or otherwise) of the outstanding Class A Units, the Company shall make corresponding equitable adjustments to each
other class of applicable Units.


 


Section 3.5     Preemptive
Rights.


 


(a)            Except
as set forth in this Section 3.5 below, the Company shall not issue Units or any warrants or options or other
convertible or exchangeable securities or rights to acquire Units or other Equity Securities of the Company, and the Company shall
not permit any Subsidiary to issue Equity Securities (each, a “Preemptive Rights Issuance”), in each case other
than Exempt Securities, unless the Company first gives written notice to each Preemptive Rights Member of the type and amount of
securities to be issued and the price and other terms upon which it proposes to issue the same (the “New Issue
Notice”) and offers to sell (or cause such Subsidiary to sell) such securities to the Preemptive Rights Members on the
terms set forth herein. The rights of any Preemptive Rights Member pursuant to this Agreement may, for the avoidance of doubt, be
exercised on behalf of such Preemptive Rights Member by any of its Permitted Transferees who is an “accredited investor”
as defined under Rule 501 of Regulation D of the Securities Act.


 






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(b)            The
Company shall first offer to sell to the Preemptive Rights Members such securities (the “Offered Securities”) at the
price and on such other terms as are set forth in the New Issue Notice by delivering an offer to each Preemptive Rights Member (the “Preemptive
Rights Offer”), which Preemptive Rights Offer by its terms shall remain open and irrevocable for a period of fifteen (15) Business
Days (as such period may be extended to the extent reasonably required pursuant to applicable law or regulation) from the date the Preemptive
Rights Offer is delivered by the Company to each Preemptive Rights Member (such period being hereinafter referred to as the “Preemptive
Rights Offer Period”).


 


(c)            Notice
of any Preemptive Rights Member’s intention to accept a Preemptive Rights Offer made pursuant to this Section 3.5 shall
constitute a binding commitment to purchase the number of securities specified in the Notice of Acceptance (as defined below) and shall
be evidenced by a writing signed by such Preemptive Rights Member and delivered to the Company prior to the end of the Preemptive Rights
Offer Period, setting forth such portion of the Offered Securities which such Preemptive Rights Member elects to purchase (the “Notice
of Acceptance”). Each Preemptive Rights Member that accepts a Preemptive Rights Offer (each, an “Accepting Preemptive
Rights Member”) may elect to purchase up to such Preemptive Rights Member’s Proportionate Percentage (as defined below)
of the Offered Securities.


 


(d)            In
the event that Notices of Acceptance have not been given by the Preemptive Rights Members with respect to all the Offered Securities
by the expiration of the Preemptive Rights Offer Period, the Accepting Preemptive Rights Members that elect to acquire their full Proportionate
Percentage pursuant to the Notice of Acceptance may elect in their Notice of Acceptance to acquire the Offered Securities not subject
to Notices of Acceptance (the “Remaining Offered Securities”) at the price and on such other terms set forth in the
New Issue Notice. Each Accepting Preemptive Rights Member that elects to acquire Remaining Offered Securities may elect to purchase up
to such Accepting Preemptive Rights Member’s Proportionate Percentage (as defined below) of the Remaining Offered Securities or
such other proportion of the Remaining Offered Securities as such Accepting Preemptive Rights Members may determine by agreement among
them (the “Oversubscription Rights”).


 


(e)            In
the event that Notices of Acceptance have not been given by the Preemptive Rights Members with respect to all the Offered Securities
by the expiration of the Preemptive Rights Offer Period after giving effect to Section 3.5(d), the Company shall have one
hundred twenty (120) days (provided that, if such issuance with respect to such Preemptive Rights Offer Period is subject to regulatory
approval, such one hundred twenty (120) day period shall be extended until the expiration of five (5) Business Days after all such
approvals have been received, but in no event later than one hundred eighty (180) days from the date of the applicable New Issue Notice)
from the expiration of the Preemptive Rights Offer Period to sell all or any part of the Offered Securities as to which a Notice of Acceptance
has not been given after giving effect to Section 3.5(d) by any Preemptive Rights Member to any other Person or Persons,
at a price that is not more favorable and on other material terms and conditions which are not more favorable in the aggregate, to such
other Person or Persons than those set forth in the New Issue Notice.


 


(f)            At
the closing of the transactions contemplated by a Preemptive Rights Offer and the Notice(s) of Acceptance, to be held at a time
and place designated by the Company, each Accepting Preemptive Rights Member shall pay to the Company (or such Subsidiary) the entire
purchase price for the Offered Securities purchased by such Accepting Preemptive Rights Member, and the Company (or such Subsidiary)
shall issue to each such Accepting Preemptive Rights Member the securities purchased.


 






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(g)            The
rights of the Preemptive Rights Members under this Section 3.5 shall not apply in the case of (i) Class B
Units issued to any current or former employees or other service providers of the Company or any of its Subsidiaries pursuant to any
employee or service provider benefit plan, compensatory arrangement or employment agreement approved by the Board (or, to the extent
such action constitutes a Major Decision, the approval of the Ryman Member and the Investor Member, subject to the provisions of Schedule
C), (ii) an IPO (including any Corporate Conversion), (iii) subject to Section 7.1(b), Equity Securities
in a Subsidiary of the Company issued to one or more strategic partners in any single or series of related transactions in
connection with any bona fide joint venture or strategic partnership (the primary purpose of which is not to raise equity capital),
(iv) Units issued as distributions to Holders or in connection with a Unit split, in each case, on a pro rata basis,
(v) Units for which each of the Ryman Member and the Investor Member has waived its rights under this Section 3.5
(other than issuances of Units to the Ryman Member or the Investor Member or any of their respective Affiliates), (vi) Units
issued pursuant to the Investment Agreement, (vii) Equity Securities of any Subsidiary of the Company issued to the Company or
any wholly-owned Subsidiary of the Company, and (viii) subject to Section 7.1(b), equity including Voting Units or
Equity Securities in a Subsidiary of the Company issued as consideration in a bona fide business acquisition by the Company or any
of its Subsidiaries, whether by merger, consolidation, purchase of assets, exchange of securities or otherwise (clauses
(i) through (viii), collectively, “Exempt Securities”).


 


(h)            Notwithstanding
anything to the contrary in this Section 3.5, the rights under this Section 3.5 of any Preemptive Rights Members
shall be deemed satisfied if the Company provides (or causes to provide) each Preemptive Rights Member the right to purchase from the
Company or any Person within thirty (30) days after the issuance giving rise to the preemptive right, the same amount and number of Equity
Securities that such Member would have had the right to purchase under this Section 3.5 (based on the aggregate number of
Units owned by all Members immediately before giving effect to the issuance of the Offered Securities to the Preemptive Rights Members
pursuant to this Section 3.5). Notwithstanding anything to the contrary, there shall be deemed to be no dilution to the percentage
of Units held by any Member (including for purposes of Section 7.2(a), Section 7.1(b), ‎Section 8.1(c),
Section 13.17 and Section 14.1) of any Preemptive Rights Member who did not purchase the Offered Securities on
such closing date due to the issuance of Offered Securities on such closing date until such Preemptive Rights Member has exercised or
declined to exercise or waived its rights under this Section 3.5(h) with respect to such proposed issuance of Offered
Securities; provided that, in lieu of the Company or its applicable Subsidiary issuing such Offered Securities, such Preemptive
Rights Member may, in the Board’s discretion, receive such Offered Securities in a secondary offering from the Preemptive Rights
Member(s) who elected to purchase the Offered Securities on such closing date (pro rata from such Preemptive Rights Member(s)).


 


(i)            For
purposes of this Section 3.5, a “Preemptive Rights Member’s Proportionate Percentage” shall mean,
as to each Preemptive Rights Member, the percentage as of the date of the Preemptive Rights Offer which expresses the ratio which (i) the
Class A Units then held by such Preemptive Rights Member bear to (ii) the aggregate number of Class A Units then held
by all Members. For purposes of this Section 3.5, an “Accepting Preemptive Rights Member’s Proportionate Percentage”
shall mean, as to each Accepting Preemptive Rights Member that elects to acquire any Remaining Offered Securities, the percentage as
of the date of the Preemptive Rights Offer which expresses the ratio which (x) the number of Class A Units then held by such
Accepting Preemptive Rights Member bears to (y) the aggregate number of Class A Units then held by all such Accepting Preemptive
Rights Members.


 






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(j)            If
two or more types of Offered Securities are to be issued or Offered Securities are to be issued together with other types of securities,
including debt securities, in a single transaction or related transactions, the rights to purchase Offered Securities granted to the
Preemptive Rights Members under this Section 3.5 must be exercised to purchase all types of Offered Securities and such other
securities in the same proportion as such Offered Securities and other securities are to be issued by the Company or the applicable Subsidiary.


 


Article IV

CAPITAL; DISTRIBUTIONS


 


Section 4.1     Loans;
Debt Securities. Subject to Section 7.1(b), any Member may make loans to the Company or any of its Subsidiaries
or acquire debt securities from the Company or any of its Subsidiaries, that in each case, are made or issued on an arm’s length
basis on terms and conditions not less favorable to the Company and its Subsidiaries than those available from unaffiliated third parties
for similar loans or debt securities at such times as are mutually agreed upon by the Board and such Member, and any loan by or debt
securities issued to a Member shall not be considered to be an equity contribution for any purpose. If, subject to Section 7.1(b),
the Ryman Member or its Affiliates makes a loan or acquires debt securities pursuant to this Section 4.1, the Investor Member
shall be entitled, or shall be entitled to cause its Permitted Transferees, to make a loan or acquire debt securities on the same terms,
in proportion to its Class A Units as a percentage of Outstanding Units.


 


Section 4.2     No
Interest; No Right to Return of Investment . No interest shall be paid by the Company on capital contributions made by Holders
with respect to any investment in Units and no Person shall have any right (a) to demand the return of such Person’s
investment in Units or any other distribution from the Company (whether upon resignation, withdrawal or otherwise) or (b) to
cause a partition of the Company’s assets.


 


Section 4.3     Limitation
on Liability. Except as otherwise required by applicable law or a separate written agreement signed by such Holder on or after the
date hereof, no Holder shall have any personal liability whatsoever in such Holder’s capacity as a Holder for the debts, liabilities,
commitments or any other obligations of the Company, whether to the Company or any of its Affiliates, to any of the other Holders, to
the creditors of the Company or to any other Person. Each Holder shall be liable only for obligations provided expressly herein or in
a separate written agreement.


 


Section 4.4     Distributions;
General. The Company shall make distributions to the Holders as determined by the Board, subject to Section 7.1(b).
Unless otherwise specified in this Agreement, distributions shall be made to the Unit Holders of a class or series pro rata in accordance
with their respective total Units of such class or series.


 






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Section 4.5             Withholding.
The Company is hereby authorized and directed to withhold from any distribution made to a Holder the amount of taxes required to be withheld
therefrom under applicable law. Any amount so withheld shall be treated as a distribution to such Holder under Section 4.4
or Section 11.3, as applicable, and shall reduce the amount otherwise distributable to such Holder thereunder.


 


Section 4.6             Class B
Units. The Company may, with the prior approval of the Ryman Member and the Investor Member (in each case, acting in good faith),
establish the terms and conditions applicable to the Class B Units (including through one or more amendments to this Agreement approved
by the Ryman Member and the Investor Member), which terms will set forth, among other matters, whether (i) the Class B Units
will be issued indirectly through a management holding company (“Management Holdco”) created for purposes of holding
Class B Units on behalf of certain individuals who are employees or service providers of the Company or its Subsidiaries as part
of a management incentive program (and, if so, the applicable terms of Management Holdco) and (ii) the Company’s direct or
indirect call or redemptions right associated with the Class B Units. Following the establishment of the terms and conditions applicable
to the Class B Units, the Company may from time to time, directly or indirectly through Management Holdco, issue Class B Units
to any existing or new employee, officer, director, consultant or other service provider of the Company or any of its Subsidiaries pursuant
to an incentive unit plan and incentive unit award agreements approved by the Board (and to the extent such action constitutes a Major
Decision, the approval of the Ryman Member and the Investor Member, subject to the provisions of Schedule C). Such Class B
Units shall be treated as incentive equity and shall take the form of options (with a strike price at least equal to the fair market value
of a Class A Unit as determined by the Board) or such other right approved by the Ryman Member and the Investor Member.





 


Article V

INTENTIONALLY OMITTED


 


Article VI

RESERVED


 


Article VII

MANAGEMENT


 


Section 7.1             Management
of the Company.


 


(a)            The
powers of the Company shall be exercised by or under the authority of the board of managers of the Company (the “Board”),
who shall collectively constitute “managers” (each, a “Manager”) of the Company within the meaning of the
Delaware Act. Except for matters as to which the approval of any of the Members is required by this Agreement, the Board shall have full
and complete authority, power and discretion to direct, manage and control the business, affairs and properties of the Company and its
Subsidiaries; provided, however, that no Manager, solely in his or her capacity as such, shall have any power to act for,
sign for or do any act that would bind the Company, unless the Board shall provide otherwise.


 


(b)            Notwithstanding
anything to the contrary herein, (i) for so long as the Ryman Member and/or any Affiliate owns at least ten percent (10%) (or
any other specified threshold on Schedule C) of the Outstanding Units, none of the Company, the Board or any Member shall
take, and such Persons shall cause the Company’s Subsidiaries not to take, any action that constitutes a Major Decision
without first receiving the Ryman Member approval and (ii) for so long as the Investor Member owns at least ten percent (10%)
(or any other specified threshold on Schedule C) of the Outstanding Units, none of the Company, the Board or any Member shall
take, and such Persons shall cause the Company’s Subsidiaries not to take, any action that constitutes a Major Decision
without first receiving the Ryman Member and the Investor Member approval, subject to the provisions of Schedule C.


 






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(c)            Notwithstanding
anything to the contrary herein, for so long as the Investor Member owns at least ten percent (10%) of the Outstanding Units, none of
the Company, the Board, the Ryman Member or any Affiliate of the Ryman Member shall, without first receiving the Investor Member’s
written approval (which may be granted or withheld in the sole discretion of the Investor Member), cause or permit the Company or any
Subsidiary (i) to be a “restricted subsidiary” (or similar concept) under, or otherwise be subject to the covenants or
events of default in respect of, any indenture or similar agreement or arrangement governing any outstanding notes, bonds, other debt
securities (including convertible debt) or similar instruments of the Ryman Member and/or any of its Affiliates or (ii) to be subject
to the negative covenants in respect of any credit agreement, loan agreement or similar agreement or arrangement governing any other indebtedness
of the Ryman Member and/or any of its Affiliates; provided that, to the extent not in express contravention of the foregoing, nothing
in this Agreement shall prohibit Ryman Parent and its Affiliates from including the Company’s and its Subsidiaries’ net income,
earnings or Adjusted EBITDAre for purposes of a lender’s underwriting process or calculating Ryman Parent’s and/or any Affiliate’s
financial covenants in any agreement.  In addition to the foregoing, for so long as the Investor Member owns at least ten percent
(10%) of the Outstanding Units, (x) in connection with entering into any new, or refinancing any existing, agreement or arrangement
of the type described in the foregoing clause (ii), the Ryman Member and/or its applicable Affiliate shall negotiate in good faith for
the Company and the Subsidiaries to be exempted from the affirmative covenants and events of default in respect of such agreement, and
(y) the Ryman Member shall, or shall cause its applicable Affiliates to, maintain in full force and effect the provisions relating
to the Company and the Subsidiaries in that certain Amendment No. 5 dated as of April 4,
2022 (the “Ryman Senior Credit Agreement Amendment”) to the Sixth Amended and
Restated Credit Agreement among RHP Operating Partnership, Ryman Hospitality Properties, Inc., the guarantors and pledgers party
thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the “Ryman Senior Credit
Agreement”), while the Ryman Senior Credit Agreement is outstanding.





 


Section 7.2             Composition
of Board; Number; Term of Office; Committees.


 


(a)            The
Board shall initially consist of up to six (6) Managers, two (2) of whom shall be designated by the Investor Member (the “Investor
Designees”), and four (4) of whom shall be designated by the Ryman Member (the “Ryman Designees”). The
Ryman Designees and Investor Designees who shall be the initial Managers are set forth on Schedule B. The number of Managers on
the Board may be increased or decreased from time to time as determined by the Board, provided that in all cases, including in the event
of changes in the number of Units held by a Member, the number of Managers and Members’ right to designate them shall be adjusted
such that the Investor Member’s and the Ryman Member’s representation on the Board will reflect as closely as practicable
the Investor Member’s and the Ryman Member’s proportional ownership of Outstanding Units, and provided that other than changes
in the number of Managers and right to designate them as set forth in the previous clause, reducing the number of Managers designable
by a Member pursuant to this Section 7.2(a) shall require the consent of such Member; provided that, notwithstanding
anything to the contrary in this Agreement, a Member that owns at least 50.1% of the Outstanding Units shall have the right to designate
a number of Managers comprising a majority of the Board. If at any time the Investor Member owns less than ten percent (10%) of the Outstanding
Units, the Investor Member’s right to designate any Managers shall terminate and all Investor Designees shall be removed automatically
without any action. So long as the Investor Member has a right to designate any Managers, the Investor Member shall be entitled to designate
a representative Manager on any committees of the Board that the Board may create; it being further understood that the Investor Member
shall be entitled to at least the same proportionate representation on any committee of the Board as it is entitled to on the Board with
respect to the designation of Managers.


 









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(b)            Colin
Reed shall be the initial Chairman of the Board (the “Chairman”) and shall be an Executive Chairman, as an
officer of the Company. The Chairman shall have the power to call and to preside over meetings of the Board or the Members and a
Chairman designated as an Executive Chairman shall have such authority described below. The Ryman Member shall have the right to
designate the Chairman for so long as the Ryman Member owns a majority of the Outstanding Units; provided that, if the Ryman
Member does not own a majority of the Outstanding Units, the Chairman shall be designated by a majority of the Board. For the
avoidance of doubt, the Chairman shall have the same voting power that such Manager would have if such Manager were not the Chairman
and, except as provided above and in Section 7.7(c) with respect to an Executive Chairman, shall not be
entitled to any other privileges or rights in excess of those that such Manager would have if such Manager were not the
Chairman.


 


(c)            Each
Manager shall hold office until his or her earlier death, resignation or removal. Unless otherwise provided in this Agreement, the Managers
need not be Members or residents of the State of Delaware.


 


(d)            Managers
shall not receive compensation in their capacity as such; provided that the Company shall pay, or shall cause one of its Subsidiaries
to pay, the reasonable out-of-pocket costs and expenses incurred by each Manager in the course of his or her service as such; provided
that travel shall be by commercial airline (standard fare), and not by private aircraft, and overnight accommodations shall be booked
by the Company.


 


(e)            Each
Member agrees that it will vote its Voting Units or execute a written consent, as the case may be, and take all other necessary action,
to ensure that the composition of the Board and its committees is as set forth in this Section 7.2. The Board may establish
and maintain such committees of the Board, and may delegate such authority to such committees as the Board deems appropriate from time
to time.


 


Section 7.3             Vacancies;
Removal; Resignation. Subject to Section 7.2, any vacancy to be filled by reason of an increase in the number of Managers
shall be filled by the vote of the Board. Subject to Section 7.2, any vacancy to be filled other than by reason of an increase
in the number of Managers shall be filled only by the Member(s) entitled to designate the Manager whose seat is vacant. Except as
otherwise set forth in Section 7.2, any Manager designable by a Member pursuant to Section 7.2(a) may be
removed, with or without cause, at any time, only by the Member(s) entitled to designate such Manager. Any Manager may resign at
any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified,
at the time of its receipt by the Company. The acceptance of a resignation shall not be necessary to make it effective, unless expressly
so provided in the resignation.


 


Section 7.4             Board
Approval; Voting. All actions of the Board shall require the affirmative vote of a majority of all of the Managers. Each Manager shall
receive one (1) vote.


 









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Section 7.5             Action
by the Board. The Board may act by vote, resolution or other action approved or adopted at a meeting held in accordance with this
Section 7.5, or by a written consent signed in accordance with this Section 7.5. The rules for the conduct
of meetings of the Board and for action by written consent of the Board are as follows:


 


(a)            Regular
meetings of the Board shall be held quarterly at the Company’s corporate headquarters, and special meetings of the Board may be
called (i) by the Chairman, (ii) by any three (3) Managers or (iii) once per calendar year by the Investor Manager,
so long as the Investor Manager holds at least twenty percent (20%) of the Outstanding Units.


 


(b)            The
Company shall send written notice stating the date, time, and place of any meeting of the Board to each Manager, at such address as appears
in the records of the Company, at least two (2) Business Days, but no more than thirty (30) days, before the date of the meeting.
Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be
required by law or provided for by this Agreement; provided that, in the event of an emergency, disaster or catastrophe that would
reasonably require prompt action by the Board to prevent a material adverse impact on the Company or any of its Subsidiaries or their
respective businesses or assets, a special meeting of the Board may be called on 24 hours’ notice prior to such special meeting
(an “Emergency Meeting”); provided that such notice clearly and conspicuously indicates that such meeting is
an Emergency Meeting; provided, further that, the matters addressed at any Emergency Meeting shall be limited to matters
giving rise to such meeting being deemed an Emergency Meeting.


 


(c)            A
Manager may waive notice of any meeting, before or after the date and time of the meeting as stated in the notice, by delivering a signed
waiver to the Company for inclusion in the minutes. A Manager’s presence at any meeting waives objection to lack of notice or defective
notice of the meeting, unless the Manager at the beginning of the meeting objects to holding the meeting or transacting business at the
meeting.


 


(d)            Any
or all Managers may participate in any meeting by, or through the use of, any means of communication by which all Managers participating
may simultaneously hear each other during the meeting, and such means of communication shall be made available to each Manager in connection
with each regular or special meeting of the Board. A Manager so participating is deemed to be present in person at the meeting.


 


(e)            A
quorum of the Board or any committee thereof shall consist of a majority of the Board or such committee thereof; provided that
notwithstanding the foregoing, a quorum shall not be present for the transaction of business by the Board or any committee thereof unless
at least one Manager or committee member, as applicable, designated by the Investor Member is present at such meeting of the Board or
such committee. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be
adjourned from time to time by a majority of the Managers present and the Company shall give notice of when the meeting will be reconvened;
provided that if a quorum is not present at a first call of any such meeting of the Board or committee thereof that has been duly
noticed and properly convened due to the absence of at least one Manager or committee member, as applicable, designated by the Investor
Member, the meeting may be reconvened with an identical agenda no earlier than 24 hours after the initial scheduled meeting (with
notice of such reconvened meeting being given to each Manager or committee member, as applicable, not present at the first call) and,
at such second call, a quorum shall be deemed present if Managers or committee members, as applicable, entitled to cast a majority of
the votes of the entire Board or committee thereof are present (and regardless of whether there is at least one Manager or committee member,
as applicable, designated by the Investor Member, present at such meeting). If a quorum shall not be present at any such meeting, then
the Managers present thereat may adjourn the meeting from time to time until a quorum shall be present. The requirement that at least
one Manager or committee member designated by Investor Member be present at such meeting for there to be a quorum shall not apply to an
Emergency Meeting.


 






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(f)            Any
Ryman Designee may cast the vote of any Ryman Designee not present, and any Investor Designee may cast the vote of any Investor Designee
not present.


 


(g)            Any
action required or permitted to be taken at a meeting of the Board or committee thereof may be taken without a meeting, without prior
notice and without a vote, if the action is consented to in writing and is signed by all of the Managers. The written consent shall be
delivered to the Company for inclusion in the minutes.


 


(h)            The
Board may, from time to time, be entitled to withhold any information and exclude specific Managers from those portions of any meeting
as in the good-faith determination of the Board (i) is reasonably necessary to protect the attorney-client privilege of the Company
or any of its Subsidiaries, as applicable, with such determination to be based on the advice of legal counsel to the Company, or (ii) as
to which such Manager(s) has a conflict of interest, so long as, in each case (x) the Company promptly notifies such Manager(s) of
such determination and provides such Manager(s) a general description of the withheld information or excluded meeting portions to
the extent such disclosure does not jeopardize such attorney-client privilege or create such conflict of interest and (y) the Company,
and its Subsidiaries, shall use good faith efforts to minimize such withholding and exclusions.


 


Section 7.6             Action
by the Members. Subject to Section 7.1(a) and Section 7.1(b), the Members may act by vote, resolution
or other action approved or adopted at a meeting held in accordance with this Section 7.6, or by a written consent signed
in accordance with this Section 7.6. The rules for the conduct of meetings of the Members and for action by written consent
of the Members are as follows:


 


(a)            No
annual or regular meetings shall be required. Meetings of the Members may be called only by (i) the Board or (ii) Members owning
at least fifty percent (50%) in voting power of the Voting Units. Meetings of the Members shall be called upon delivery to the Members
entitled to vote of notice of a meeting of the Members given in accordance with Section 7.6(b) below.


 


(b)            Upon
the request of the Board or the Members calling a meeting of the Members under Section 7.6(a)(ii), the Company shall send
written notice stating the date, time, and place of any meeting of the Members to each Member entitled to vote, at such address as appears
in the records of the Company, at least two (2) Business Days, but no more than sixty (60) days, before the date of the meeting.
Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be
required by law or provided for by this Agreement.





 


(c)            A
Member may waive notice of any meeting, before or after the date and time of the meeting as stated in the notice, by delivering a signed
waiver to the Company for inclusion in the minutes. A Member’s presence at any meeting waives objection to lack of notice or defective
notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the
meeting.


 






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(d)            Any
or all Members may participate in any meeting by, or through the use of, any means of communication by which all Members participating
may simultaneously hear each other during the meeting, and such means of communication shall be made available to each Member entitled
to vote in connection with each annual or special meeting of the Members. A Member so participating is deemed to be present in person
at the meeting.


 


(e)            On
all matters submitted by the Board to a vote or written consent of the Members, each Member shall be entitled to cast one (1) vote
for each Voting Unit so held. The presence of Members holding a majority in voting power of the Voting Units at a meeting is necessary
for a quorum. Except for any additional approval required by Section 7.1(b) for a Major Decision or as otherwise expressly
provided herein, any action proposed to be taken by the Members shall be approved upon the affirmative vote of the Members holding a majority
in voting power of the Voting Units. Subject to Section 7.1(b), unless and until a matter is proposed by the Board to be submitted
to a vote of the Members, no Member actions shall be required.


 


(f)            A
Member may vote either in person or by proxy executed in writing by the Member. An electronic transmission by a Member, or a photographic,
photostatic, facsimile or similar reproduction of a writing executed by a Member, shall be treated as an execution in writing for purposes
of this Section 7.6(f). Proxies for use at any meeting of Members or in connection with the taking of any action by written
consent shall be filed with the Company, before or at the time of the meeting or execution of the written consent, as the case may be.
A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest.


 


(g)            Subject
to Section 7.1(a) and Section 7.1(b), any action required or permitted to be taken at a meeting of the Members
may be taken without such meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action
so taken, shall be signed by the Member or Members holding not less than the minimum voting power of Voting Units that would be necessary
to take such action at a meeting at which the Members holding all Voting Units entitled to vote on the action were present and voted.


 


Section 7.7             Officers.


 


(a)            The
Board may, from time to time, designate one or more Persons to be Officers of the Company, which shall include an Executive Chairman,
a Chief Executive Officer and such other Officers as the Board deems advisable. Officers of the Company shall, unless otherwise determined
by the Board or as expressly set forth herein, have such powers and duties as generally pertain to their respective offices, as well as
such powers and duties as may from time to time be specifically conferred or imposed by this Agreement or the Board. Each Officer shall
hold office until his or her successor shall be duly appointed and shall qualify or until his or her death or incapacity or until he or
she shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same Person.


 









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(b)            Any
Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein,
or if no time be specified, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it
effective, unless expressly so provided in the resignation. Any Officer may be removed as such, either with or without cause, by the Board
whenever in its judgment the best interests of the Company will be served thereby. Designation of an Officer shall not of itself create
contract rights. Any vacancy occurring in any office of the Company may be filled by the Board.


 


(c)            The
Executive Chairman and the Chief Executive Officer may be appointed and removed by the Board, in its sole discretion but subject to any
required approval of Major Decisions. Under the direction of and, at all times, subject to the authority of the Board and this Agreement,
(i) the Executive Chairman shall have authority over the strategic direction of the Company and special projects as requested by
the Board and (ii) the Chief Executive Officer shall have general supervision over and authority to conduct the day-to-day
business, operations and affairs of the Company and shall perform such duties and exercise such powers as are typically incident to the
office of Chief Executive Officer. The Chief Executive Officer shall have such other powers and perform such other duties as may from
time to time be prescribed by the Board, but subject to any required approval of Major Decisions.


 


(d)            Other
than (i) the Executive Chairman, and (ii) the Corporate Secretary, in each case of the foregoing clauses (i) and (ii),
so long as such Person is an officer of Ryman Parent or one of its Affiliates, and (iii) any Officer who is also an officer of the
Ryman Member or its Affiliates and, in the case of this clause (iii) is consented to by the Ryman Member and the Investor Member
(the Officers referred to in clauses (i), (ii) and (iii), the “Exempted Officers”), the Officers, in the performance
of their duties as such, shall owe to the Company duties of loyalty and due care of the type owed by the officers of a corporation to
such corporation and its stockholders under the laws of the State of Delaware.


 


Section 7.8     Limitation
on Authority of Holders. Notwithstanding anything to the contrary in the Delaware Act, no Holder in his, her or its capacity as a
Holder shall have the authority to bind the Company. No Holder is an agent of the Company solely by virtue of being a Holder, and no Holder
has authority to act for the Company solely by virtue of being a Holder. No provision of this Agreement (i) shall create any third-party
beneficiary rights in any Holder or any of such Holder’s Affiliates in respect of employment or (ii) shall confer upon any
Holder or any of such Holder’s Affiliates any right to employment or continued employment or level of compensation or benefits for
any specified period of any nature or kind whatsoever under or by reason of this Agreement.


 






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Article VIII

EXCULPATION, OTHER ACTIVITIES AND INDEMNIFICATION





 


Section 8.1             Exculpation;
Elimination of Fiduciary Duties; Other Activities.


 


(a)            Notwithstanding
any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, to the fullest extent permitted
by law, no Person who is or was a Member, Manager or Officer or any of such Person’s respective Affiliates, heirs, successors, assigns,
agents or representatives shall be liable to the Company or to any Holder for any losses sustained, liabilities incurred or benefits not
derived as a result of any act or omission performed or suffered by such Person in such Person’s capacity as a Member, Manager or
Officer if the conduct of such Person did not constitute, in the case of a Member or Manager, fraud or willful misconduct as affirmed
by the highest court of applicable jurisdiction; provided that nothing in this Agreement relieves a Member from breach of the terms of
this Agreement or, in the case of an Officer (other than an Exempted Officer), an act or omission by such Officer in his capacity as such
for which a corporation organized under the laws of the State of Delaware would not be able to indemnify its officers under the laws of
the State of Delaware. The termination of an action, suit or proceeding by judgment, order, settlement or upon a plea of nolo contendere
or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that a Member, Manager or Officer
is not entitled to exculpation hereunder. A Member, Manager or Officer shall be entitled to rely upon the advice of legal counsel, independent
public accountants and other experts, including financial advisors, and any act of or failure to act by such Member, Manager or Officer
in reliance on such advice shall in no event subject such Member, Manager or Officer or any of their respective Affiliates, heirs, successors,
assigns, agents or representatives to liability to the Company or any Holder. Liability for breach of fiduciary duties as a Member or
Manager (in their capacities as such) is hereby eliminated to the fullest extent permitted by applicable law, and fiduciary and other
duties under statute or other doctrine shall not apply, provided that the foregoing shall not be deemed to limit or eliminate liability
for any act or omission by such Person that constitutes a bad faith violation of the implied contractual covenant of good faith and fair
dealing. Subject to compliance with the express terms of this Agreement, a Person who is or was a Member or Manager shall not be obligated
to recommend or take any action as a Member or Manager (in their capacities as such) that prefers the interests of the Company or the
other Holders over the interests of such Person (or the interest of a Holder with which such Person is affiliated) or its respective Affiliates,
heirs, successors, assigns, agents or representatives, but instead may prefer its own interests including the interests of the Holder
with which it is affiliated. To the maximum extent permitted by applicable law, each Holder hereby waives any claim or cause of action
against a Person who is or was a Member or Manager (in their capacities as such) or any of such Person’s respective Affiliates,
heirs, successors, assigns, agents and representatives for any breach of any fiduciary duty to the Company or the Holders by such Person,
including as may result from a conflict of interest between the Company, any of the Holders or any of their respective Affiliates, on
the one hand, and such Person, on the other hand.


 


(b)            It
is acknowledged that the Ryman Member and its Affiliates, and the Investor Member and its Affiliates, have other business interests and
may engage in other activities in addition to those relating to the Company. Neither the Company nor any Holder shall have any right,
by virtue of this Agreement, to share or participate in such other investments or activities of the Ryman Member or any of its Affiliates
or the Investor Member or any of Affiliates, or to the income or proceeds derived therefrom. In furtherance of the foregoing, to the fullest
extent permitted by applicable law, the doctrine of corporate opportunity or any analogous doctrine shall not apply with respect to the
Investor Member or any of its Affiliates or the Investor Designees or the Ryman Member or any of its Affiliates or the Ryman Designees,
and the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any business
opportunity presented to, or acquired by, created or developed by, or which otherwise comes into possession of the Investor Member or
any of its Affiliates or the Investor Designees or the Ryman Member or any of its Affiliates or the Ryman Designees; provided that if
the foregoing Persons come into possession of knowledge of an opportunity through their activities as a Manager, Member or agent of the
Company or its Subsidiaries, then the opportunity shall belong solely to the Company.


 









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(c)            (i) Atairos
Parent agrees that it shall not, and shall cause its controlled Affiliates, including the Investor Member and its controlled Affiliates
and its controlled Portfolio Companies not to, and Ryman Parent agrees that it shall not, and shall cause its controlled Affiliates, including
the Ryman Member and its controlled Affiliates (each of the foregoing, collectively, the “Restricted Persons” and each,
a “Restricted Person”; provided that a Person that for any reason is no longer an Affiliate of Ryman Member shall no
longer be a Restricted Person) not to, invest in or develop any Competitive Business, other than through the Company or any of its Subsidiaries.
Notwithstanding the prior sentence, any Restricted Person may engage in a Competitive Business if, prior to engaging in such Competitive
Business:


 


(A)            the
Investor Member or the Ryman Member, as applicable, shall have (x) notified the Board in writing of the underlying opportunity, which
notice shall be accompanied by reasonable detail regarding the terms and conditions of the business opportunity, the identity of the counter-party
to the business opportunity (if any) and the intended closing date of the business opportunity, and (y) irrevocably offer to allow
the Company to pursue such business opportunity in lieu of such Restricted Person (the “Competitive Business Opportunity Offer”);
and


 


(B)            the
Managers designated by the Ryman Member (if the Investor Member brings the opportunity) or designated by the Investor Member (if the Ryman
Member brings such opportunity) shall have fifteen (15) days to consider the Competitive Business Opportunity Offer and after such fifteen
(15)-day period, the Company (acting in good faith at the direction of such Managers) shall not affirmatively elect, in writing, to pursue
such Competitive Business Opportunity Offer;


 


then such Restricted Person may consummate such
business opportunity on terms no more favorable to such Restricted Person than those set forth in the Competitive Business Opportunity
Offer.


 


(ii)            Notwithstanding
Section 8.1(c)(i):


 


(A)            each
Restricted Person may acquire and hold Equity Securities of any Person that includes as a portion of its business a business focused on
the country lifestyle consumer so long as such asset or business generated less than twenty-five percent (25%) of the revenues of the
acquisition target (and the acquired portion thereof) for the twelve (12) month period ending on the last day of the month prior to the
acquisition date;


 









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(B)            each
Restricted Person may acquire or own, as a passive investment, any Equity Securities of any Person that are publicly traded on a national
or regional stock exchange if such Restricted Person is not a controlling Person of, or a member of a group that controls, such Person;
and


 


(C)            no
action by a Portfolio Company that is directly or indirectly controlled by Atairos Parent shall be deemed to be a violation of Section 8.1(c)(i) if
Atairos Parent or any of its controlled Affiliates acting to prevent such Portfolio Company from taking such action would reasonably be
expected to be a violation of any duty or obligation (fiduciary, contractual or otherwise) of the Investor Member, any of its controlled
Affiliates or any of their respective designees or representatives on the board of directors or other similar governing body of such Portfolio
Company to any other investors in such Portfolio Company, so long as the Investor Member and its controlled Affiliates do not direct such
Portfolio Company to take such action or provide debt or equity financing to such Portfolio Company to support such action.


 


(iii)            The
provisions of this Section 8.1(c) shall under no circumstances apply to any member of the Comcast Group even if all or
any portion of the Investor Member’s Units are Transferred to a member of the Comcast Group. The covenants and obligations in this
Section 8.1(c) shall terminate upon an IPO, Sale of the Company or a Qualified Spinoff or at such time that Investor
Member or Ryman Member owns less than twenty percent (20%) of the Outstanding Units.


 


(iv)            “Competitive
Business” means a live entertainment asset or business focused on the country lifestyle consumer; provided that
 “Competitive Business” shall under no circumstances be deemed to include any amenity or feature at a Ryman
Parent’s hotel property (other than in Nashville, Tennessee) with fewer than 250 seats and shall not include the Opry
Backstage Grill at The Inn at Opryland; and further provided that in no event will Ryman Member or any Affiliate be deemed to
be in breach because of the actions of a hotel manager in accordance with any hotel management agreement (to the extent any
such hotel management agreement does not provide the hotel manager with greater rights in this regard than the hotel management
agreements with Marriott currently in effect on the date hereof), and the parties recognize that a hotel manager may exercise
discretion with respect to the hotel businesses, amenities and features.


 


(d)            For
the avoidance of doubt, nothing in this Agreement shall limit or otherwise modify the rights or obligations of the Ryman Member or the
Investor Member or any Affiliates thereof that are Restricted Parties under Section 8.1(c), respectively, pursuant to a separate
agreement between such Member or its Affiliates, on the one hand, and the Company or a Subsidiary thereof, on the other hand.


 


Section 8.2     Indemnification.


 


(a)            To
the fullest extent permitted by law, the Company shall indemnify and hold harmless any Person that was or is a party or is threatened
to be made a party to any Proceeding involving the Company or its controlled Affiliates, by reason of the fact that such Person is or
was an Indemnitee, against any loss, damage, liability or expense (including reasonable attorneys’ fees, costs of investigation
and amounts paid in settlement) incurred by or imposed upon the Indemnitee in connection with such Proceeding (or, in the case of an Indemnitee
that is an Officer (other than an Exempted Officer), if such Officer’s act or inaction constitutes an act or omission by such Officer
for which a corporation organized under the laws of the State of Delaware would be able to indemnify its officers under the laws of the
State of Delaware).


 









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(b)            The
Company shall pay the expenses incurred by an Indemnitee in defending any Proceeding, or in opposing any claim in connection with any
potential or threatened Proceeding, in each case for which indemnification may be sought pursuant to this Section 8.2, in
advance of the final disposition thereof, upon receipt of a written undertaking by such Indemnitee to repay such payment if it shall be
judicially determined that such Indemnitee is not entitled to indemnification under this Section 8.2 with respect to such
Proceeding.


 


(c)            The
rights to indemnification and advancement of expenses conferred in this Section 8.2 shall (i) not be exclusive of any
other right which any Indemnitee may have or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract
or agreement and shall inure to the benefit of the heirs, executors, administrators, personal representatives and successors of each such
Indemnitee and (ii) continue as to an Indemnitee even if such Indemnitee is not or ceases to be a Manager or Officer.


 


(d)            Rights
and benefits conferred on an Indemnitee under this Section 8.2 shall be considered a contract right and shall not be retroactively
abrogated or restricted without the written consent of the Indemnitee affected by the proposed abrogation or restriction. The Company
shall maintain directors and officers indemnity insurance coverage in effect at all times, as approved by the Board; provided,
that failure to obtain insurance will not affect any rights to indemnification pursuant to Section 8.2.


 


(e)            The
Company, at the sole discretion of the Board, may indemnify and advance expenses to a non-Officer employee or agent of the Company to
the same extent and subject to the same conditions under which it may indemnify and advance expenses to an Officer under this Section 8.2.


 


(f)            Recourse
by an Indemnitee for indemnity under this Section 8.2 shall be only against the Company as an entity and no Holder shall by
reason of being a Holder be liable for the Company’s obligations under this Section 8.2.


 


(g)            Notwithstanding
anything to the contrary in this Agreement or applicable law, an Indemnitee shall not have any right or benefit under this Section 8.2
or any other right to indemnification or reimbursement under this Agreement or applicable law with respect to a Proceeding if such Indemnitee
(A) acted in bad faith, (B) was either grossly negligent or engaged in willful misconduct, or (C) in the case of an Officer
(other than an Exempted Officer), such Indemnitee’s actions or inaction constitutes an act or omission by such Officer for which
a corporation organized under the laws of the State of Delaware would not be able to indemnify its officers under the laws of the State
of Delaware).





 


(h)            The
Company hereby acknowledges that certain Indemnitees may have rights to indemnification, advancement of expenses and/or insurance
provided by a fund, sponsor or Member and certain of their respective Affiliates (collectively, the “Fund
Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to any
such Indemnitees are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the
same expenses or liabilities incurred by such Indemnitees are secondary), (ii) that it shall be required to advance the
full amount of expenses incurred by such Indemnitees and shall be liable for the full amount of all expenses, judgments, penalties,
fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement (or any other
agreement between the Company and such Indemnitees), without regard to any rights such Indemnitees may have against the Fund
Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims
against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further
agrees that no advancement or payment by the Fund Indemnitors on behalf of such Indemnitee with respect to any claim for which any
Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of
contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee
against the Company. The Company and such Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the
terms of this Section 8.2(h).


 






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(i)            If
this Section 8.2 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify and hold harmless each Person otherwise entitled to indemnification under this Section 8.2
to the full extent permitted by any portion of this Section 8.2 that shall not have been invalidated.


 


(j)            Each
Indemnitee shall be an express third-party beneficiary to this Section 8.2. No amendment, modification, or repeal of this
Section 8.2 that adversely affects the rights of an Indemnitee to indemnification for claims incurred or relating to a state
of facts existing before that amendment, modification, or repeal will apply in such a way as to eliminate or reduce that Indemnitee’s
entitlement to indemnification for such claims without the Indemnitee’s prior written consent.


 


Article IX

BOOKS AND RECORDS


 


Section 9.1             Books
and Records. Proper and complete books and records of the Company shall be kept and maintained at all times at the principal offices
of the Company or, subject to the provisions of the Delaware Act, at such other place as the Board may from time to time determine.


 


Section 9.2             Bank
Accounts. Funds of the Company shall be used only for Company purposes and shall be deposited in such accounts in banks or other financial
institutions as may be established from time to time by the Board. Withdrawals shall be made by such Persons as are designated from time
to time by the Board.


 


Section 9.3             Annual
Operating Budget.





 


(a)            No
later than thirty (30) days prior to the end of each Fiscal Year, the Company shall cause its Officers to prepare and submit to the Board
for approval an annual operating budget (each such budget being the “Draft Budget”) for the Company and its Subsidiaries
for the next Fiscal Year (a “Budget Year”). Such Draft Budget shall include estimates of the Company’s and its
Subsidiaries’ operating expenses, uses of funds and capital expenditures for the Budget Year. The Board and Officers shall discuss
the Draft Budget in good faith, and approval of such budget will be a Major Decision. The Draft Budget with such modifications (if any)
as approved by the Board and the Members as a Major Decision will be the “Annual Operating Budget”.


 


(b)            Notwithstanding
any provision of this Agreement, budgeted amounts for growth capital expenditures for constructing and opening New Units of existing concepts,
and budgeted operating and pre-opening expenses for New Units of existing concepts may be included in the Annual Operating Budget without
requiring approval of the Members as a Major Decision to the extent such budgeted amounts are first approved by the Board in such annual
period and each of the following criteria are satisfied at the time the New Unit is first approved by the Board:


 


(i)            the
Board determines that such annual budgeted amounts for growth capital expenditures in the aggregate for all such New Units first approved
by the Board in such annual period are not projected to exceed the greater of (x) five percent (5%) of the Company’s revenues
for the prior Fiscal Year and (y) $15,000,000;


 






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(ii)            the
Board determines that the projected annual budgeted operating expenses for such New Unit reflect such New Unit achieving breakeven on
a projected New Unit “Adjusted EBITDAre” basis for the first twelve (12) months of its operations;


 


(iii)            the
Board determines that pre-opening costs for such New Unit will not exceed $1,500,000;


 


(iv)            the
Board determines that such New Unit is expected to generate a minimum unlevered IRR equal to at least twelve percent (12%);


 


(v)            the
concept to which each such New Unit relates was either (i) an existing concept of units opened by the Company and its Subsidiaries
as of the date hereof or (ii) a concept that was approved after the date hereof by the Board (including at least one designee of
the Investor Member); and


 


(vi)            the
Board’s determinations of the amounts referred to in clauses (i) through (v) above (collectively, “New Unit Costs”)
were each based on projections prepared by the Company’s management that have been circulated to the entire Board, which projections
state that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of
the Company’s management as to the expected future results of operations and financial condition of such New Units.


 


(c)            For
purposes hereof, a “New Unit” means an asset that has been open for less than twelve (12) calendar months as of the
beginning of the Budget Year.





 


(d)          If
the Board and/or Members do not approve the Draft Budget, the Company shall operate under a budget that consists of (i) the prior
year’s Annual Operating Budget with cost items (other than New Unit Costs) increased by no more than seven and one half percent
(7.5%) in the aggregate, and subject to increase for increases in the Consumer Price Index, if higher and (ii) the aggregate New
Unit Costs applicable to the Budget Year.


 


Section 9.4             Reports.
The Company shall use its reasonable efforts to deliver or cause to be delivered to each Member the following:


 


(a)            Promptly
after such information is provided to the Ryman Member (but in no event later than one hundred twenty (120) days after the end of each
Fiscal Year), a copy of the audited consolidated balance sheet of the Company and its Subsidiaries as of the last day of the preceding
Fiscal Year then ended and the audited consolidated statements of income, equity, and cash flows of the Company and its Subsidiaries for
such Fiscal Year then ended, and a copy of the report with respect to such audited financial statements from the certified public accounting
firm that performed the audit;


 






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(b)            Promptly
after such information is provided to the Ryman Member (but in no event later than forty-five (45) days after the end of each of the first
three quarters of any fiscal year), a copy of the consolidated balance sheet of the Company and its Subsidiaries as of the last day of
the preceding fiscal quarter then ended and the consolidated statements of income of the Company and its Subsidiaries for such fiscal
quarter and for the Fiscal Year-to-date period then ended, prepared in accordance with GAAP (subject to the absence of footnote disclosures
and year-end audit adjustments); and


 


(c)            On
an annual basis at the written request of a Holder, a statement showing the number of Units outstanding of each class and series of membership
interest, including any outstanding securities or rights convertible into or exercisable for Units, if any, all in sufficient detail as
to permit the Holder to calculate its percentage equity ownership in the Company (it being understood that the Company shall not be required
to provide any information regarding holdings of any individual Member(s) other than such Holder).


 


Section 9.5             Access
to Information. The Company shall, and shall cause its Subsidiaries to, provide the Ryman Member and the Investor Member and their
respective agents and representatives with access to their respective personnel, services providers (including auditors), properties,
contracts, books and records and other documents and data, whether in written, electronic or visual form, subject to time, location and
other restrictions as the Company or its applicable Subsidiary may reasonably impose; provided that the Company shall not be required
to provide to Investor Member any information or reports that it does not provide to Ryman Member (or in any form it does not provide
to Ryman Member). Access to information shall be limited as the Company may reasonably deem appropriate to preserve attorney-client privilege
or other rights.


 


Section 9.6             Accounting;
Internal Controls. The Company will maintain (i) effective internal control over financial reporting as defined in
Rule 15d-15 under the Securities Exchange Act, and (ii) a system of internal accounting controls sufficient to provide
reasonable assurance that (A) transactions are executed in accordance with management’s general or specific
authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in
accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 









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Article X

TRANSFERS


 


Section 10.1           Restrictions
on Transfers.


 


(a)            General.
Transfers of Membership Interests may be made only in compliance with this Agreement. No Member may Transfer or permit the Transfer of
any of its Membership Interests, except that, subject to compliance with Section 10.5(a), such prohibition shall not apply
to Transfers:


 


(i)            to
Permitted Transferees in accordance with Section 10.2;


 


(ii)            by
the Investor Member in accordance with Section 10.1(b);


 


(iii)            by
the Ryman Member in accordance with Section 10.1(c);


 


(iv)            in
connection with a Sale of the Company in accordance with Section 13.7 and Section 13.8;


 


(v)            in
connection with a Tag-Along Sale in accordance with Section 13.3 and Section 13.8;


 


(vi)            of
Class B Units to the Company;


 


(vii)            in
accordance with Section 13.4;


 


(viii)            by
Ryman Member in a Qualified Spinoff or by the Members in a Qualified IPO; and


 


(ix)            otherwise
with the prior approval of each of the Investor Member and the Ryman Member (for so long as the applicable Member and its Permitted Transferees
hold at least ten percent (10%) of the Outstanding Units), which may be withheld for any reason.


 


(b)            Transfers
by the Investor Member. The Investor Member shall not Transfer or permit the Transfer of any or all of its or its Units, except (i) to
one or more of its Permitted Transferees in accordance with Section 10.2, (ii) pursuant to a Transfer made in accordance
with Section 13.3, Section 13.7, Section 13.13 or Section 13.14, or (iii) with the
prior written consent of the Ryman Member.


 


(c)            Transfers
by the Ryman Member. The Ryman Member shall not Transfer or permit the Transfer of any or all of its or its Units, except (i) to
one or more of its Permitted Transferees in accordance with Section 10.2, (ii) pursuant to a Transfer made in accordance
with Section 13.1, ‎‎Section 13.2,
Section 13.3 and Section 13.10, (iii) pursuant to a Transfer made in accordance with Section 10.3
and/or (iv) with the prior written consent of the Investor Member.





 


(d)            Termination.
The provisions of this Article X shall terminate upon the consummation of an IPO, Qualified Spinoff or a Sale of the Company,
except (i) each Member shall be subject to the black-out or lock-up periods provided in Section 13.6 or set forth in
any lock-up agreement entered into in connection with any offering effected under Section 13.5 and (ii) with respect
to a Management Member, such Management Members must comply with any applicable terms in such Management Member’s employment agreement
(or equivalent) and such management equity interest ownership guidelines as are adopted from time to time in connection with or after
an IPO.


 






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Section 10.2           Permitted
Transfers.


 


(a)            Notwithstanding
anything in this Agreement to the contrary (but subject to Section 10.5(a)), any Member may Transfer or permit the
Transfer of any or all of its Membership Interests to one or more of its Permitted Transferees without the consent of any Person; provided that
(i) in the case of any Permitted Transferee that becomes the direct holder of any Units, such Permitted Transferee shall have
agreed in writing to be bound by the terms of this Agreement by executing the Joinder and (ii) in the case of any Permitted Transferee,
whether such Permitted Transferee becomes the direct holder of Units or holds a direct or indirect interest in the Person that is
the direct holder of Units, if such Permitted Transferee ceases to be a Permitted Transferee of such Member, such Permitted
Transferee shall agree (in a manner that is enforceable by the Company) to Transfer its Units back to such Member or one or more of
such Member’s Permitted Transferees prior to ceasing to be a Permitted Transferee of such Member; provided that, in the
event that the Investor Member Transfers its Units to one or more of its Permitted Transferees prior to the date that the Earnout
Transactions occur or can no longer occur, each such Permitted Transferee shall agree to be bound by the obligations of the Investor
Member in respect of the Earnout Transactions with respect to a pro rata portion of the Class A Units held by such Permitted
Transferee relative to all Class A Units held by the Investor Member and all of its Permitted Transferees.


 


(b)            No
Member will avoid the provisions of this Agreement by either making one or more Transfers to one or more Permitted Transferees and then
disposing of all or any portion of such party’s interest in any such Permitted Transferee or by Transferring the Equity Securities
of any entity whose primary purpose is to hold (directly or indirectly) Units.


 


Section 10.3           Ryman
Member Transfer Rights.


 


(a)            From
and after the date hereof, subject to Section 10.2, this Section 10.3 and Section 10.4(a), the Ryman
Member may Transfer any or all of its Units to any Person without the consent of any other Person, so long as, after giving effect to
such Transfer, the Ryman Member (together with its Permitted Transferees) continues to hold at least 51.0% of each of the Voting Units
and the Outstanding Units; provided that the limitations in Section 10.3 will not apply to a Sale of the Company, a Qualified
Spinoff or a Qualified IPO.





 


(b)            In
addition to and without limiting Section 10.3(a), from and after the date hereof, subject to Section 10.2, Section 10.3
and Section 10.4(a), the Ryman Member may Transfer any or all of its Units to any Person without the consent of any other
Person to the extent such Transfer is necessary, based on the advice of outside legal counsel, to maintain Ryman Parent’s qualification
as a real estate investment trust under the Code (a “REIT”); provided that the Ryman Member may not Transfer
pursuant to this Section 10.3(b) more than the number of Units that would result in Ryman Parent’s ownership of
securities of taxable REIT subsidiaries to represent the maximum percentage permitted by Section 856(c)(4)(B)(ii) of the Code
less three percent (3%) of its total assets (as determined for purposes of Section 856(c)(4)(B)(ii) of the Code) immediately
after such Transfer or that are otherwise required to be Transferred for Ryman Parent to maintain its qualification as a REIT.


 


(c)            If,
at any time, the Ryman Member and its Permitted Transferees hold less than 50.1% of the Outstanding Units or 50.1% of the Voting Units,
whether due to a Transfer of Units by the Ryman Member or as a result of the issuance of additional Units, the Investor Member and the
Ryman Member shall negotiate in good faith to amend this Agreement to reflect rights (including governance rights, ownership thresholds
with respect thereto and, if applicable, the interests of any third party admitted as a Member and referred to in the proviso to Section 10.4(b))
that reflects the percentage of the Outstanding Units and Voting Units held by each of the Investor Member, the Ryman Member and, if applicable,
any third party admitted as a Member and referred to in the proviso to Section 10.4(b).


 






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(d)            For
the avoidance of doubt, Ryman Member shall have the right to cause a Sale of the Company, a Qualified IPO or a Qualified Spinoff at any
time.


 


Section 10.4          Transferability
of Ryman Member and Investor Member Rights.


 


(a)            The
rights of the Ryman Member and the Investor Member set forth herein arising from or relating to such Member’s status as the “Ryman
Member” or the “Investor Member”, as applicable, including such Member’s right to designate Managers as set forth
in Section 7.2 and approve certain actions as provided in Section 7.1(b), and any other rights specifically provided
to the Ryman Member and the Investor Member, as applicable, but excluding the rights of such Member that are generally applicable to all
Members (including, for the avoidance of doubt, economic rights associated with Units), in each case are not assignable or transferable,
and shall terminate if at any time the holder thereof ceases to be a Member or to hold the requisite ownership percentage or number of
Units applicable hereunder, except (i) in the case of a Transfer of Units by any such Person to its Permitted Transferees pursuant
to Section 10.2 or (ii) as mutually agreed by the Ryman Member and the Investor Member.


 


(b)            Except
as mutually agreed by the Ryman Member and the Investor Member, in connection with the Transfer of Units, neither the Ryman Member
nor the Investor Member shall enter into any agreements or arrangements of any kind that would be inconsistent with the provisions
of Section 10.4(a) (including through any back-to-back or similar arrangement), provided that in connection
with a Transfer by the Ryman Member in compliance with Section 10.3(a) (and excluding, for the avoidance of doubt,
a Transfer pursuant to Section 10.3(b)), the Ryman Member may:





 


(i)            permit
one (but no more than one) transferee to designate an individual to serve as a Manager; provided that (A) such Manager shall
count for all purposes hereof as a Ryman Manager and (B) for purposes of determining the Ryman Member’s and the Investor Member’s
proportional representation on the Board, the Class A Units transferred to such transferee will be included in the number of Outstanding
Units owned by the Ryman Member; and


 


(ii)            enter
into one or more back-to-back arrangements with transferees providing such transferees with customary minority protections that do not
interfere with the Investor Member’s rights hereunder, and that do not result in any amendments to this Agreement (except amendments
to Schedule A to identify such transferee as a Member and such transferee’s ownership of Units) (i.e., any such back-to-back
arrangements will be solely between the Ryman Member and such transferees).


 


(c)            For
the avoidance of doubt, a Member and its Permitted Transferees shall be entitled to enter into one or more arrangements among themselves,
including with respect to the allocation of any right, obligation or action that may be exercised, borne or taken by such Persons.


 


Section 10.5           Other
Transfer Conditions, Restrictions and Requirements.


 


(a)            Notwithstanding
anything in this Agreement to the contrary, no Transfer of a Membership Interest shall be permitted and any such purported Transfer shall
be void ab initio, and no transferee of a Membership Interest shall be admitted to the Company as a Member, if:


 


(i)            such
Transfer violates any provision of this Agreement;


 


(ii)            such
Transfer, alone or in conjunction with one or more other conditions or events, with the passage of time, with the giving of notice, or
as a result of any combination of the foregoing, would result in, cause or create a material risk of (A) a violation of applicable
federal or state securities laws or require the Company to register under the Securities Act, (B) a material violation or breach
of any law, regulation, ordinance, agreement or instrument by which the Company, or any of its properties or assets, is bound or subject,
(C) the Company’s obligation to register under the Investment Company Act of 1940, as amended, or (D) all or any portion
of the assets of the Company to constitute “plan assets” under the Employee Retirement Income Security Act of 1974 or the
Code;


 






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(iii)            the
transferee of such Membership Interest does not agree in writing to be bound by all of the provisions of this Agreement by signing and
delivering to the Company a joinder substantially in the form of Exhibit A or in a form otherwise reasonably acceptable to
the Company (the “Joinder”) (and, if such transferee is a married individual, such transferee’s spouse does not
execute and deliver to the Company a spousal consent to the extent such transferee is domiciled in a community property state and requested
by the Company);


 


(iv)            if
requested by the Board, the transferee fails to furnish promptly to the Company an opinion of counsel, which counsel and opinion shall
be reasonably satisfactory to the Board, that such purported Transfer does not fall within or give rise to any condition set forth in
Section 10.5(a)(ii)(A); provided that this Section 10.5(a)(iv) shall not apply in respect of the Transfer
by the Ryman Member or the Investor Member to its Permitted Transferees or to a Qualified IPO or a Qualified Spinoff, and no Transfer
to a Permitted Transferee shall occur that would cause the Company to be required to become a reporting company pursuant to the Securities
Exchange Act (other than a Qualified Spinoff by Ryman Member or its Affiliates);





 


(v)            the
transferor of such Membership Interest shall not have paid, or reimbursed the Company for, all reasonable out-of-pocket costs and expenses
incurred by the Company in connection with such Transfer; provided that this Section 10.5(a)(v) shall not apply
in respect of a Transfer by the Ryman Member or the Investor Member to its Permitted Transferees; or


 


(vi)            the
Company or its Subsidiaries then holds any licenses issued by the FCC, unless all necessary prior FCC approvals of such Transfer under
the Federal Communications Laws have been obtained.


 


(b)            No
transferee of any Membership Interest or Person to whom any Membership Interests are issued pursuant to this Agreement shall be admitted
as a Member hereunder unless (i) such Membership Interests are Transferred or issued in compliance with the provisions of this Agreement
(including this Section 10.5(b)), and (ii) such transferee or recipient shall have executed and delivered to the Company
the Joinder, and (iii) in the case of the issuance of new Membership Interests, if required hereunder, the requisite Members shall
have executed and delivered an amendment or joinder to this Agreement reflecting the admission of such recipient as a Member. If the immediately
preceding sentence is complied with, the applicable transferee or recipient shall, without the need for any further action of any Person,
be deemed admitted to the Company as a Member. Unless otherwise expressly set forth in this Agreement (and subject in all cases to Section 10.4),
a Substitute Member shall enjoy the same rights, and be subject to the same obligations, as the transferor. In the event of any admission
of a Substitute Member pursuant to this Section 10.5(b), this Agreement shall be deemed amended to reflect such admission,
and any formal amendment of this Agreement (including Schedule A) in connection therewith shall only require execution by
the Company and such Substitute Member to be effective. As promptly as practicable after the admission of any Person as a Member, the
books and records of the Company shall be changed to reflect the admission of such Person as a Member.


 






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Section 10.6          Involuntary
Transfers.


 


(a)            In
the event of an Involuntarily Transfer of any Membership Interest, the Involuntary Transferee shall take and hold such Membership Interest
subject to this Agreement, shall assume all of the obligations arising under this Agreement (including pursuant to Article XIII)
or applicable law of the transferor of the Membership Interest, and otherwise shall comply with this Agreement. Without any limitation
on the foregoing, unless and to the extent admitted as a Member with the prior approval of each of the Investor Member and the Ryman Member,
an Involuntary Transferee shall not have any right to vote or consent or otherwise participate in management, to acquire any Membership
Interest under Section 3.5, or Article XIII, or to sell any Membership Interest under Article XIII
but the Membership Interest of such Involuntary Transferee (whether or not owned as an Involuntary Transferee) shall remain subject nonetheless
to purchase under Section 13.4.





 


(b)            If
a Person otherwise admitted as a Member acquires an additional Membership Interest as a result of or in connection with an Involuntary
Transfer, such Person shall not be treated as a Member and shall be treated as an Involuntary Transferee with respect to and to the extent
of such additional Membership Interest acquired as a result of or in connection with such Involuntary Transfer, unless such Person is
admitted as a Member with the prior approval of each of the Investor Member and the Ryman Member.


 


Section 10.7           Termination
of Status. Upon a Transfer (other than a Transfer in the nature of a pledge, mortgage, lien or other encumbrance in the nature of
a security interest) of all of a Holder’s Membership Interest in a Transfer permitted by this Agreement, such Holder, if previously
admitted as a Member, shall cease to be a Member, and all rights of such Holder as a Member or Holder shall terminate, except that Section 3.2,
Article VIII and the representations and warranties made by such Member or Holder under Section 12.1, together
with any other provisions of this Agreement necessary or ancillary to implementation of any of the foregoing provisions, shall survive
such termination; provided that such transferor shall not be relieved of any obligation or liability hereunder arising prior to
the consummation of such Transfer but shall be relieved of all future obligations with respect to the Membership Interest so Transferred.


 


Article XI

WITHDRAWAL AND DISSOLUTION


 


Section 11.1           Withdrawal.
No Holder shall have the power or right to withdraw or otherwise resign from the Company prior to the dissolution and winding-up of the
Company pursuant to this Article XI without the prior written consent of the Board (which consent may be withheld by the Board
in its sole discretion), except that, upon a Transfer (other than a Transfer in the nature of a pledge, mortgage, lien or other encumbrance
in the nature of a security interest) of all of a Holder’s Membership Interest in a Transfer permitted by this Agreement, such Holder
shall cease to be a Holder. Notwithstanding that payment on account of a withdrawal may be made after the effective time of such withdrawal,
any completely withdrawing Holder will not be considered a Holder for any purpose after the effective time of such complete withdrawal
and, in the case of a partial withdrawal, such Holder’s corresponding economic, voting and other rights shall be reduced for all
other purposes hereunder upon the effective time of such partial withdrawal.


 






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Section 11.2           Events
of Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following (each, an
 “Event of Dissolution”):


 


(a)            subject
to Section 7.1(b), the approval of the Board;


 


(b)            the
sale of all or substantially all of the assets of the Company; or


 


(c)            the
entry of a decree of judicial dissolution of the Company under the Delaware Act.


 


The Members hereby agree that the Company shall
not dissolve prior to the occurrence of an Event of Dissolution and that no Member shall seek a dissolution of the Company under Section 18-802
of the Delaware Act. For the avoidance of doubt, an Event of Dissolution shall not include, and this Section 11.2 shall not
apply to, an IPO, any Sale of the Company or a Qualified Spinoff or a breach of this Agreement.





 


Section 11.3           Liquidating
Distributions. Upon the dissolution and winding-up of the Company, the assets shall be distributed first to creditors and then to
Unit Holders as set forth in Section 4.4.


 


Section 11.4           Conduct
of Winding-Up. The winding-up of the business and affairs of the Company shall be conducted by the Board except as otherwise required
by law.


 


Article XII

REPRESENTATIONS, WARRANTIES,

AGREEMENTS AND OTHER MATTERS


 


Section 12.1           Holder
Representations. In connection with the acquisition and/or ownership of any Membership Interest (including any acquisition and/or
ownership occurring as a result of or in connection with an Involuntary Transfer), the Person acquiring the Membership Interest (including
any Involuntary Transferee) severally, for itself only, represents and warrants to the Company and the other Members and agrees and acknowledges
that:


 


(a)            any
Membership Interest acquired by or for such Person is and shall be acquired solely for such Person’s own account, for investment
purposes only and not with a present view toward the distribution thereof and not with any present intention of distributing or reselling
any such Membership Interest; provided that, irrespective of any other provisions of this Agreement, any Transfer of such Membership
Interest by such Person shall be made only in compliance with all applicable federal and state securities laws, including the Securities
Act;


 


(b)            any
Membership Interest acquired by or for such Person is not registered under the Securities Act and is not qualified or registered under
any state securities law and must be held by such Person until such Membership Interest or any successor security is so registered or
qualified or an exemption from such registration or qualification is available; neither the Company nor any Holder or Manager shall have
any obligation to take any action to cause any Membership Interest to be registered under the Securities Act or qualified or registered
under any state securities law or to qualify any Membership Interest for an exemption from such registration or qualification;


 






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(c)            in
connection with any Transfer of a Membership Interest pursuant to any exemption under federal and applicable state securities laws, such
Person may, at the option of the Company, be required to, and shall, deliver to the Company such documents, affidavits and opinions of
counsel for such Person acceptable to the Company, and/or receive an opinion from counsel for the Company, as the Company may require
and to the reasonable satisfaction of the Company and its counsel, as to the compliance of such Transfer with all applicable federal and
state securities law requirements;


 


(d)            such
Person is an “accredited investor” (as defined in Regulation D promulgated under the Securities Act);


 


(e)            such
Person has such knowledge and experience in financial and business matters such that such Person is capable of evaluating the merits and
risks of an investment in a Membership Interest and of making an informed investment decision with respect thereto or has consulted with
advisors who possess such knowledge and experience;


 





(f)            such
Person is able to bear the full economic risk of his or its investment in a Membership Interest for an indefinite period of time because
a Membership Interest has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under
the Securities Act or unless an exemption from such registration is available;


 


(g)            the
execution, delivery and performance of this Agreement by such Person do not and shall not conflict with, violate or cause a breach of
any agreement, contract or instrument to which such Person is a party, any judgment, order or decree to which such Person is subject,
or, if such Person is an entity, such Person’s organizational and governing documents;


 


(h)            such
Person has no and shall not grant any proxy or become party to any voting trust or other agreement which is inconsistent with, conflicts
with or violates any provision of this Agreement;


 


(i)            if
such Person is a corporation, partnership, limited liability company, trust, custodianship, estate or other entity, this Agreement has
been duly executed and delivered by a duly authorized Person on its behalf and constitutes the legally binding obligation of such Person,
enforceable against such Person in accordance with its terms (except to the extent that enforcement may be affected by laws relating to
bankruptcy, reorganization, insolvency and creditors’ rights generally and by the availability of injunctive relief, specific performance
and other equitable remedies);


 


(j)            such
Person has carefully reviewed this Agreement, has had the opportunity to ask questions and receive answers concerning this Agreement and
fully understands the provisions contained herein;


 


(k)            with
respect to the Tax and other consequences of acquiring, receiving, owning, holding, and disposing of any Membership Interest and the income
and proceeds thereof, such Person is relying solely on its own Tax and other counsel and advisors and is not relying on the Company or
any Person other than such Person’s own counsel and advisors;


 


(l)            if
such Person is at any time a married individual, upon the request of the Company, the spouse of such Member, acting with legal capacity
to do so, has executed and delivered (or, if applicable, shall execute and deliver) to the Company a spousal consent;


 






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(m)            neither
such Person, any Affiliate of such Person nor any direct or indirect officer, manager, member, partner, shareholder or principal employee
of any of the foregoing is on the list of Specially Designated Nationals and Blocked Persons issued by the Office of Foreign Assets Control
of the U.S. Department of Treasury;


 


(n)            such
Person is a “United States person” within the meaning of Code Section 7701(a)(30);


 


(o)            such
Person is not an employee benefit plan subject to ERISA or Code Section 4975 and no “plan assets” (within the meaning
of Section 3(42) of ERISA) of an employee benefit plan subject to ERISA or Code Section 4975 are being used to acquire any Membership
Interest;


 


(p)            there
are no brokerage fees, agents’ fees, commissions or finders’ fees (or any basis therefor) resulting from any action taken
by such Person acting or purporting to act on its behalf upon entering into this Agreement; and


 


(q)            if
the Company or its Subsidiaries then holds any licenses issued by the FCC, such Person is qualified to hold Membership Interests in the
Company under the Federal Communications Laws, including but not limited to the provisions relating to media ownership and attribution
and character qualifications; and there are no facts or circumstances concerning any such Person and its Affiliates that would, under
the Federal Communications Laws and the existing procedures of the FCC, including, without limitation, under 47 C.F.R. § 73.3555,
Section 310(b) of the Communications Act of 1934, as amended, and 47 C.F.R. § 1.5001(i)(1), disqualify any such Person
as a holder of any Membership Interests in the Company or cause the Company to violate the Federal Communications Laws.


 


A Person’s inability to make the
representations and warranties will entitle the Company to void the Transfer or suspend the rights of any Person under this
Agreement. The Board may cause the Company to waive any of the foregoing representations as it may deem appropriate; provided
that, the Company will be deemed to have waived the foregoing representation in clause (q) with respect to acquisition and/or
ownership of any Membership Interest by the Investor Member (and its Permitted Transferees) prior to the Company having sought and
obtained a petition for declaratory ruling finding that the Company’s foreign ownership by the Investor Member, its Affiliates
and any member of the Comcast Group in excess of the twenty-five percent (25%) foreign ownership limit in
Section 310(b)(4) of the Communications Act of 1934, as amended, is in the public interest.


 


Section 12.2     Anti-Corruption
Compliance. The Company and its Subsidiaries (acting by its and their officers, directors and employees) shall, and the Company shall
use good faith efforts to ensure that its’ and its Subsidiaries’ agents, stockholders, partners and other equity holders (to
the extent acting in connection with the business of the Company and its Subsidiaries) shall, comply with all Anti-Corruption Laws, including
maintaining systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to
ensure such compliance. The Company shall provide the Investor Member and its Affiliates with access to the Company’s and its Subsidiaries’
officers, directors and employees, and such other information as the Investor Member may reasonably request, in order to enable the Investor
Member to determine the Company’s compliance with relevant Anti-Corruption Laws and the covenants contained herein and for purposes
of complying with any legal or regulatory inquiry, reporting requirements or internal compliance and other policies relating to Anti-Corruption
Laws, and shall also promptly notify the Investor Member of any Enforcement Action.


 






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Section 12.3     FCC
Matters.


 


(a)            Ryman
Parent, on behalf of itself and its Subsidiaries, and the Company acknowledge and agree that the Investor Member is a third-party beneficiary
of the Option Agreement and is entitled to exercise and enforce the rights of the Optionee (as defined in the Option Agreement) on behalf
of the Optionee under the Option Agreement to the fullest extent as though the Investor Member were the Optionee and a party to the Option
Agreement.


 


(b)            So
long as the Investor Member holds any of the Outstanding Units, neither the Ryman Member nor the Company shall cause, effect, or permit
the transfer of the FCC Licenses (as defined in the Option Agreement) to the Company or a Subsidiary thereof without the prior consent
of the Investor Member.


 


(c)            Prior
to any Sale of the Company, a Qualified Spinoff, a Qualified IPO or a Change of Control of Ryman Parent (as defined in the Services Agreement)
or such earlier time as shall be mutually agreed by the Ryman Member and the Investor Member, Ryman Parent, Atairos Parent and the Company
shall, and shall cause their respective Affiliates to, cooperate in good faith to structure a transfer of the FCC Licenses to such Person
or Persons that is in the best interests of the Company given the commercial realities of the proposed transaction (including, for example,
a transfer of the FCC Licenses to the Company or a Subsidiary thereof or to a new entity that would be owned by Affiliates of the Ryman
Member and/or indirect equityholders of the Investor Member who are not treated as “foreign” under applicable Federal Communications
Laws), and shall thereafter use commercially reasonable efforts to effect such transfer on terms that the Ryman Member and Investor Member
shall mutually agree; provided that no party hereto or any of its Affiliates shall, in connection with any of the foregoing, be
required to accept or otherwise agree to any structure or transfer that (i) would reasonably be expected to impose, directly or indirectly
(including through its indirect ownership in the Person that holds the FCC Licenses), any limitation or restriction on the ability of
such party or any of its Affiliates (or any member of the Comcast Group) to freely conduct their businesses, structure their direct or
indirect ownership, engage in transactions with other Persons (including investments in other Persons) or own any other assets; or (ii) would
require any member of the Comcast Group to acquire directly or indirectly any ownership interest in the FCC Licenses.


 


(d)            So
long as the Investor Member holds any of the Outstanding Units, without the prior written consent of the Investor Member, the Ryman Member
and the Company shall not, and each shall cause its Subsidiaries not to:


 


(i)            exercise
any rights with respect to any Event of Default (as defined in the LMA);


 


(ii)            terminate,
materially amend or modify the Option Agreement or the LMA (or otherwise not extend the term of the Option Agreement or the LMA); and


 


(iii)            (A) exercise
the Option (as defined in the Option Agreement) or (B) designate any third party to acquire all or part of the Station Assets (as
defined in the Option Agreement) or otherwise assign the Option to a third party.


 






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Article XIII

SPECIAL RIGHTS


 


Section 13.1     Investor
Member Purchase Option.


 


(a)            Option
Price Notice. On the terms and subject to the conditions set forth in this Agreement, the Investor Member shall have the exclusive
and irrevocable right and option (the “Option”) to purchase and acquire Class A Units from the Ryman Member, free
and clear of any Liens, at the times and in the amounts set forth below. By no later than October 31 of each of 2023, 2024 and 2025,
the Ryman Member shall deliver a written notice (each, an “Option Price Notice”) to the Investor Member setting forth
a reasonably detailed calculation of LTM Adjusted EBITDAre for the twelve (12)-month period ending on the September 30 of that year
and, based on such calculation, the Ryman Member’s calculation of the Option Price.


 


(b)            Option
Price Dispute.


 


(i)            If
the Investor Member objects to numerical inaccuracies in the calculation of the LTM Adjusted EBITDAre or the Option Price reflected in
an Option Price Notice or believes that the LTM Adjusted EBITDAre or the Option Price reflected in an Option Price Notice was not prepared
in accordance with the terms of this Agreement, the Investor Member may, within seven (7) Business Days after receipt of the applicable
Option Price Notice, deliver a notice (each, an “Option Price Dispute Notice”) to the Ryman Member disagreeing with
such calculation, specifying in reasonable detail the nature and basis for such dispute and setting forth the Investor Member’s
calculation of LTM Adjusted EBITDAre and the Option Price for such year. If Investor Member does not deliver, or cause to be delivered,
an Option Price Dispute Notice for a given year with respect to the calculation of LTM Adjusted EBITDAre and the Option Price for such
year, then such Option Price Notice for such year shall be deemed final.


 






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(ii)            If
an Option Price Dispute Notice is delivered within the applicable seven (7) Business Day period specified in Section 13.1(b)(i),
then the Investor Member and the Ryman Member shall negotiate in good faith for five (5) Business Days following the receipt of
such Option Price Dispute Notice to resolve such objections. Any such objections that the Investor Member and the Ryman Member are
unable to resolve during such five (5) Business day negotiation period is referred to as an “Option Price
Dispute”. After such five (5) Business Day negotiation period, any matter set forth in the Option Price Dispute
Notice that is not an Option Price Dispute shall be deemed final based on the resolution of such matter as agreed by the Ryman
Member and the Investor Member. If the Ryman Member and the Investor Member are unable to resolve all objections during such five
(5) Business day negotiation period, then any Option Price Disputes, and only Option Price Disputes, shall be resolved by a
regionally or nationally recognized certified public accounting firm upon which the Ryman Member and the Investor Member shall
reasonably agree (the “Independent Referee”). If Option Price Disputes are submitted to the Independent Referee
for resolution, (A) the Investor Member and the Ryman Member will cooperate with the Independent Referee during the term of its
engagement; (B) the Investor Member and the Ryman Member shall furnish or cause to be furnished to the Independent Referee such
work papers and other documents and information relating to the Option Price Disputes as the Independent Referee may request
(subject to reasonable confidentiality restrictions and providing such assurances, releases, indemnities or other agreements as
accountants may customarily require in such circumstances) and that are available to that party or its agents and shall be afforded
the opportunity to present to the Independent Referee any material relating to the Option Price Disputes and to discuss the Option
Price Disputes with the Independent Referee (provided, that Investor Member and the Ryman Member shall not, and shall each
cause its representatives not to, engage in any ex parte communications with the Independent Referee during the term of its
engagement); (C) the Investor Member and the Ryman Member shall instruct the Independent Referee to complete its review and
render its final determination no later than December 15 of the applicable year, and each of the Investor Member and the Ryman
Member shall use commercially reasonable efforts to ensure that the Independent Referee is in a position to deliver such final
determination no later than such date; (D) the determination by the Independent Referee of the Option Price for the applicable
year shall be final, binding and conclusive on the parties; (E) the Independent Referee shall make a final determination of LTM
Adjusted EBITDAre and the Option Price, based solely on the Option Price Disputes and the terms of the Agreement and, in resolving
such Option Price Disputes, the Independent Referee shall not assign to any item in dispute a value that is, as applicable
(i) greater than the greatest value for such item assigned by the Investor Member, on the one hand, or the Ryman Member, on the
other hand, or (ii) less than the smallest value for such item assigned by the Investor Member, on the one hand, or the Ryman
Member, on the other hand; and (F) the Investor Member and the Ryman Member shall instruct the Independent Referee to determine
the allocation of the cost of the Independent Referee’s review and report based on the inverse of the percentage its
determination (before such allocation) bears to the total amount of the Option Price Disputes impacting the Option Price as
originally submitted to the Independent Referee (for example, should the Option Price Disputes impacting the Option Price total an
amount equal to $1,000 and the Independent Referee awards $600 in favor of the Ryman Member’s position, sixty percent
(60%) of the costs of the Independent Referee in connection with providing the services contemplated by this Section 13.1(b)(ii) would
be borne by the Investor Member and forty percent (40%) of such costs would be borne by the Ryman Member). The Investor Member and
the Ryman Member shall each bear the fees, costs and expenses of their respective auditors, advisors, and other representatives
incurred in connection with the determination and review of the Option Price Notice and Option Price Dispute Notice, as
applicable.


 






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(c)            AMPA
Notice. By no later than December 1 of each of 2023, 2024 and 2025, the Ryman Member shall deliver a written notice (each, an
 “AMPA Notice”) to the Investor Member setting forth a reasonably detailed calculation of the Annual Maximum Permissible
Amount for such year, together with a detailed description of the assumptions that the Ryman Member is making for the remainder of such
year in order to derive its calculation of Annual Maximum Permissible Amount; provided that no AMPA Notice shall be delivered prior
to November 15 of any year. The Ryman Member shall afford the Investor Member the opportunity to review the AMPA Notice and such
supporting schedules and analyses, including the underlying records or documentation, as are reasonably necessary or appropriate to allow
the Investor Member to verify the accuracy of the calculation of the Annual Maximum Permissible Amount for such year, and shall make Ryman
Parent’s representatives reasonably available to the Investor Member and its representatives to discuss its calculation of the Annual
Maximum Permissible Amount; provided that the Ryman Member shall be permitted to withhold any information as is reasonably necessary to
protect the attorney-client privilege of the Ryman Parent or any of its Affiliates (provided that the Ryman Member shall take such
reasonable actions to implement alternate arrangements (including entering into joint defense agreements, redacting parts of documents
or preparing “clean” summaries of information) in order to allow the Investor Member access to such information to the fullest
extent reasonably practicable under the circumstances) and to impose an appropriate confidentiality and non-use agreement with respect
to any information that is material nonpublic information for purposes of securities laws. The Ryman Member shall review any comments
proposed by the Investor Member with respect to the Annual Maximum Permissible Amount within the ten (10) Business Day period following
the delivery of the AMPA Notice and shall consider in good faith any appropriate changes thereto and to the extent the Ryman Member deems
it reasonably appropriate, revise the Annual Maximum Permissible Amount to reflect such comments; provided that, for the avoidance
of doubt, the final determination of the Annual Maximum Permissible Amount shall be in the Ryman Member’s good faith discretion.


 


(d)            Option
Exercise.


 


(i)            At
any time during an Option Period, the Investor Member may exercise the Option by delivery of written notice to the Ryman Member (the “Option
Exercise Notice”) indicating its election to exercise the Option 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 the date of the delivery of the Option 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 Units”) 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 (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 would still result in the Ryman
Member owning 51.0% of the Outstanding Units. No fractional Units will be transferred.


 


(iii)            The
Option closing will occur no later than December 31 of the year in which the applicable Option relates. At the Option closing,
(A) the Investor Member shall purchase and pay, by wire transfer of immediately available funds to the account designated by
the Ryman Member, for the Option Units included in the Option Exercise Notice and the Ryman Member shall, concurrently with such
payment, deliver to the Investor Member the certificates or other applicable instruments, if any, representing such Option Units,
free and clear of all Liens, and (B) the Investor Member and the Ryman Member shall execute an Assignment in the form
attached as Exhibit C hereto. Schedule A shall thereupon be modified to reflect the Transfer of such Option
Units.


 






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(iv)            The
Investor Member may designate any of its Permitted Transferees to purchase all or part of the Option Units with respect to which the Investor
Member exercises the Option; provided that the Investor Member shall remain obligated to consummate the purchase if such designees fail
to do so.


 


(e)            Calculation
of Option Price. The “Option Price” with respect to each Option Period shall be calculated on a per Unit basis
as follows: (17 multiplied by the LTM Adjusted EBITDAre for the twelve (12)-month period ending on the September 30 prior to the
Option Period), minus (net debt of the Company) to calculate equity value, then divided by the number of Outstanding Units. For
purposes of determining the Option Price, “net debt” shall be Indebtedness minus Cash calculated as of the September 30
prior to the Option Period; provided that, in the event that the Company or any of its Subsidiaries incurs any Indebtedness outside
of the ordinary course of business (including in connection with any M&A transaction) or makes any distribution of Cash to the Members
(or by an non-wholly owned Subsidiary to its equityholders) between the September 30 and the closing of the applicable Option, amounts
associated with such actions shall be reflected in net debt for purposes of determining the Option Price.


 


(f)            “LTM
Adjusted EBITDAre” means the following for the trailing twelve months ended on the most recent September 30:


 


The Company’s consolidated
net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses
on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property
and of investments in unconsolidated Affiliates caused by a decrease in the value of depreciated property or the Affiliate, and adjustments
to reflect the Company’s share of EBITDAre of unconsolidated Affiliates, shall be equal to the Company’s “EBITDAre”
for such period.


 


LTM Adjusted EBITDAre shall
then be calculated as the Company’s EBITDAre, plus to the extent the following adjustments (each of which, for the avoidance of
doubt, can be positive or negative) occurred during the periods presented (and solely to the extent they are not already captured in the
Company’s EBITDAre calculation):


 


(i)            Preopening
costs (with the add back for preopening costs limited to direct costs and costs allocated using an activity-based costing methodology);


 


(ii)            Non-cash
lease expense;


 


(iii)            Equity-based
compensation expense;


 


(iv)            Impairment
charges that were not calculated in EBITDAre above;


 






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(v)            Credit
losses on held-to-maturity securities;


 


(vi)            Any
transaction costs of acquisitions, whether or not consummated (with the add back with respect to transaction costs of acquisitions limited
to third-party costs and direct, “hard” costs (e.g., travel, but not allocations of time);


 


(vii)            Loss
on extinguishment of indebtedness;


 


(viii)            Pension
settlement charges;


 


(ix)            Pro
rata adjusted EBITDAre from unconsolidated joint ventures;


 


(x)            Pro
rata adjusted EBITDAre for non-controlling interests in consolidated joint ventures; and


 


(xi)            Any
other adjustments identified below.


 





The following shall apply
to the calculation of the Company’s EBITDAre: interest expense shall be added back to net income net of interest income, and income
tax expense shall be added back to net income net of income tax benefits, and sponsorship revenue shall be accounted for in a manner consistent
with the Company’s audited financial statements for the year ended December 31, 2020.


 


The following will apply to
the (or are additional) adjustments to the Company’s EBITDAre to calculate LTM Adjusted EBITDAre:


 


(i)            Add
back one-time gains and losses not captured in EBITDAre definition above;


 


(ii)            Add
back amounts attributable to business disruption due to disasters including (x) flooding, hurricane, earthquake, tornado or other
weather-related damage or act of god, (y) fire, arson, acts of war, sabotage or terrorism that results in damage to, or materially
restricts the use of, any property of Ryman Parent and its Subsidiaries or (z) pandemic, epidemic or disease (other than any existing
known variants of COVID-19 as of the date of this Agreement) net of any insurance recoveries. Normalization adjustment for “lost”
LTM Adjusted EBITDAre to be based on the latest unaffected forecast presented to the Board, or if not available, the comparable prior-year
LTM Adjusted EBITDAre (for the comparable last twelve (12) month period).


 


(iii)            Add
back amounts attributable to business disruption (e.g., closure, reduced capacity, and/or extraordinary/one-time costs) due to a planned
major addition to or major renovation of a venue of the Company or any of its Subsidiaries, which is approved by the Board and was not
already included in the projection model provided to the Investor Member in connection with the negotiation of this Agreement. Normalization
adjustment for “lost” LTM Adjusted EBITDAre to be based on the latest unaffected forecast presented to the Board prior to
the calculation of LTM Adjusted EBITDAre, or if not available, the comparable prior-year LTM Adjusted EBITDAre (for the comparable last
twelve (12) month period).


 






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(iv)            Add
pro forma adjustment so that the full trailing twelve (12)-month LTM Adjusted EBITDAre of any acquisition target of any closed asset acquisition,
stock acquisition, merger, or any other form of business combination by which a Person or business becomes a Subsidiary of, or part of,
the Company or any of its Subsidiaries (“M&A”) is reflected.


 


(v)            The
aggregate net addbacks to LTM EBITDAre to calculate LTM Adjusted EBITDAre (excluding (i) the trailing twelve-month M&A impact
addition, (ii) any add-backs of non-cash charges and/or losses, (iii) pro rata share of LTM Adjusted EBITDAre from unconsolidated
joint ventures (which for the avoidance of doubt, can be a positive or negative number), and (iv) pro rata share of LTM Adjusted
EBITDAre related to non-controlling interests in consolidated joint ventures) shall be limited to thirty percent (30%) of EBITDAre, calculated
prior to giving effect to the aggregate net adjustments.


 


Notwithstanding anything in
this Agreement, LTM Adjusted EBITDAre shall be subject to a floor, and in no event will the LTM Adjusted EBITDAre for a trailing twelve
(12) month period used for purposes of the calculation be less than the greater of (i) eighty percent (80%) of LTM Adjusted EBITDAre
calculated for the prior “year” comparable trailing twelve (12) month period and (ii) (A) if the Block 21 Acquisition
has closed, $67,000,000 or (B) if the Block 21 Acquisition has not closed, $55,000,000. An example calculation of LTM Adjusted EBITDAre
for the period October 1, 2020 to September 30, 2021 and a sample calculation of Option Price at December 1, 2021 is attached
as Schedule E, and LTM Adjusted EBITDAre and Option Price shall be calculated consistently therewith.


 


(g)            Effect
of Exercising the Option. If the Investor Member exercises rights under this Section 13.1 and an Option closes, then the
Investor Member’s rights pursuant to Section 13.11, Section 13.12, Section 13.13 and Section 13.14,
including all rights to the Investor Put Rights and all rights in connection with the Sale Payment and the IPO Shortfall Payment, shall
terminate immediately. If the Option is not exercised in the manner provided on or before the end of an Option Period with respect to
all or a portion of the Option Units, the Option will expire with respect to Option Units available to purchase during that Option Period.


 


(h)            Termination;
Delay.


 


(i)            The
Option and all the Investor Member’s rights under this Section 13.1 will terminate upon the first to occur of the closing
of a Qualified IPO, a Sale of the Company or Qualified Spinoff.


 





(ii)            If
the Ryman Member and the Company have taken bona fide steps (regardless of whether such steps are made public, and including, as
an example, the engagement of advisors) to effect an IPO that would constitute a Qualified IPO, a Sale of the Company or a Qualified Spinoff
at least three (3) months prior to the date on which the applicable Option Price Notice is required to be delivered and the Ryman
Member and the Company are then continuing to pursue such transaction in good faith, the Ryman Member may deliver to the Investor Member
written notice thereof prior to the date on which the applicable Option Price Notice is required to be delivered, in which case the Option
for such year shall be suspended and shall not apply, and in lieu thereof, if no IPO, Sale of the Company or Qualified Spinoff has then
occurred, the Investor Member shall be entitled to exercise the Option for an additional year following the last year in which the Option
is then exercisable (e.g., if the delay and postponement right is exercised in calendar year 2023, the Investor Member will have
the right to exercise the Option in calendar year 2026 in addition to calendar years 2024 and 2025).


 






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For purposes of this Section 13.1,


 


“Cash” means all cash, cash
equivalents, marketable securities of the Company and the OEG Subsidiaries, including checks and other wire transfers, credit card receivables,
ACH transactions and drafts deposited or available for the account of the Company or OEG Subsidiaries, as applicable, and deposits in
transit, to the extent deposits in transit are removed from accounts receivable and there is no double counting between Cash and Closing
Net Working Capital (net of issued but uncleared checks, wire transfers and drafts of the Company and OEG Subsidiaries), and (i) inclusive
of FF&E escrows of the Company and surety bond arrangements, and (ii) excluding (y) any cash deposits with respect to real
property leased by the Company and any OEG Subsidiaries, calculated in accordance with the Accounting Principles; and


 


“Indebtedness” of any Person
means, without duplication, (a) indebtedness of such Person for borrowed money, whether current, short-term, secured or unsecured;
(b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible
or liable; (c) all liabilities of such Person issued or assumed as the deferred purchase price of assets, property, goods or services
(other than trade payables, accruals or similar liabilities incurred in the ordinary course of business), all conditional sale obligations
of such Person and all obligations of such Person under any title retention agreement; (d) any unpaid earnout obligations (to the
extent such obligations or portions thereof would be required to be accrued in accordance with GAAP), deferred purchase price consideration,
hold-backs or seller notes, (e) any liabilities for outstanding equity-based compensation that are required to be settled in cash,
(f) accrued and unpaid severance obligations, (g) Current Income Taxes, (h) Deferred COVID-19 Taxes, (i) any liabilities
of such Person with respect to interest rate or currency swaps, collars, caps and similar hedging obligations, (j) any liabilities
of such Person in respect of any lease of (or other arrangement conveying the right to use) real or personal property, or a combination
thereof, which liabilities are required to be classified and accounted for under the Accounting Principles as capital leases, (k) any
liabilities of such Person under any performance bond or letter of credit and or any bank overdrafts and similar charges, in each case,
to the extent drawn or called, (l) any declared but unpaid dividends or other distributions payable, (n) all liabilities of
the type referred to in clauses (a) through (i) of any Persons the payment for which such Person is responsible or liable,
directly or indirectly, as obligor, guarantor, surety or otherwise (including under any “keep well” or similar arrangement),
in each case, to the extent called upon, and (o) all obligations of the type referred to in clauses (a) through (i) of
other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person);
provided, however, “Indebtedness” shall not include (x) liabilities of such Person in respect of any operating or lease
obligations (other than capital leases), or (y) any liabilities of such Person under any letters of credit, performance bonds, bankers’
acceptances, indemnities or similar obligations to the extent not drawn or payable.


 






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Section 13.2     Right
of First Offer in Favor of the Investor Member (Stake Sale).


 


(a)            If
the Ryman Member proposes to Transfer any Units in compliance with Section 10.3(a) or Section 10.3(b),
the Ryman Member shall deliver to the Investor Member written notice (a “ROFO Notice”) that the Ryman Member
desires to make such a Transfer (a “ROFO Sale”) and that specifies the Units proposed to be Transferred by the
Ryman Member (the “ROFO Securities”), the price (subject to Section 13.3(b)) that the Ryman Member
proposes to be paid for such ROFO Securities (the “ROFO Offer Price”), any other material terms sought by the
Ryman Member and, in the case of any proposed Transfer pursuant to Section 10.3(b) (a “REIT Compliance
Transfer”), the date that is the fifth (5th) Business Day preceding the date on which such Transfer must occur to maintain
Ryman Parent’s qualification as a REIT (the “REIT Compliance Date”). Each ROFO Notice shall include wire
transfer or other instructions for payment of any consideration for the ROFO Securities. The giving of the ROFO Notice shall
constitute an offer (the “ROFO Offer,” and any such ROFO Offer in respect of a REIT Compliance Transfer, a
 “REIT Compliance Offer”) by the Ryman Member to Transfer the ROFO Securities to the Investor Member for
cash at the ROFO Offer Price and on the terms set forth in the ROFO Notice.


 


(b)            Notwithstanding
anything herein to the contrary, if at the time that the ROFO Offer is made, the Investor Member continues to have the right to exercise
the Option pursuant to Section 13.1 (i.e., such right has not expired by its terms), then the ROFO Offer Price with
respect to Class A Units comprising all or part of the ROFO Securities shall not be in excess of the Option Price (calculated, for
these purposes, as of the most recent quarter end before the ROFO Notice is delivered). In connection with any ROFO Offer for which this
Section 13.3(b) is applicable, the Ryman Member shall also deliver, together with the ROFO Notice, the information required
to be delivered with an Option Price Notice, and the Investor Member shall have the right to dispute such ROFO Offer Price, and if so
disputed, the dispute mechanism set forth in Section 13.1(b) shall apply, in each case, on a mutatis mutandis
basis; provided, however, that in the case of any REIT Compliance Offer, the Ryman Member shall take all reasonable actions to deliver
such information together with the ROFO Notice and, if notwithstanding the use of such reasonable actions, the Ryman Member cannot otherwise
comply with the obligation to provide such information together with the ROFO Notice, the Ryman Member shall otherwise deliver such information
to the Investor Member as promptly as practicable.


 






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(c)            The
Investor Member shall have a thirty (30)-day period (or, if the Investor Member disputes the ROFO Offer Price pursuant to Section 13.3(b),
the thirty (30)-day period after such dispute is resolved and the Option Price is finally determined) (the “ROFO Offer Period”)
in which to accept the ROFO Offer for the ROFO Securities; provided, however, that in the case of any REIT Compliance Offer, the Investor
Member may not accept the REIT Compliance Offer any later than the date that is the fifth (5th) Business Day preceding the REIT Compliance
Date, except to the extent that the REIT Compliance Offer was delivered to the Investor Member fewer than three (3) Business Days
prior to such date, in which case the Investor Member shall have until the date that is the earlier of (A) the third (3rd) Business
Day following the date the REIT Compliance Offer is delivered to the Investor Member and (B) the REIT Compliance Date to accept the
REIT Compliance Offer. To the extent the Investor Member has disputed the ROFO Offer Price pursuant to Section 13.2(b) in
respect of such REIT Compliance Offer and such dispute has not been resolved by the date such REIT Compliance Offer must be accepted,
the Investor Member may accept the REIT Compliance Offer on the condition that it will pay the ROFO Offer Price set forth in the ROFO
Notice if such dispute has not been resolved by the REIT Compliance Date and, if such dispute is ultimately resolved in the Investor Member’s
favor, the Ryman Member must promptly thereafter pay the Investor Member an amount equal to the excess of (A) the ROFO Offer Price
paid by the Investor Member for such ROFO Securities over (B) the product of (x) the Option Price as finally determined in accordance
with this Agreement and (y) the number of ROFO Securities sold to the Investor Member. If the Investor Member fails to notify the
Ryman Member of its acceptance or rejection of the ROFO Offer prior to the expiration of the ROFO Offer Period or at any earlier time
required by this Section 13.2(c) in respect any REIT Compliance Offer, Investor Member shall be deemed to have declined
the ROFO Offer. If the Investor Member accepts the ROFO Offer in accordance with the foregoing (A) the Investor Member shall purchase
and pay, by wire transfer of immediately available funds to the account designated by the Ryman Member in the ROFO Notice, for the ROFO
Securities within fifteen (15) Business Days after the date on which the ROFO Securities have been accepted and the Ryman Member shall,
concurrently with such payment, deliver to the Investor Member the certificates or other applicable instruments, if any, representing
the ROFO Securities, free and clear of all Liens; provided that, if the Transfer of such ROFO Securities is subject to any prior
regulatory approval, the time period during which such Transfer must be consummated shall be extended until the expiration of five (5) Business
Days after all such approvals shall have been received; provided, further, that, in the case of any accepted REIT Compliance Offer, such
purchase and sale must occur no later than the REIT Compliance Date, (B) the Investor Member and the Ryman Member shall execute an
assignment in the form of Exhibit C hereto. To the extent the Ryman Member determines a REIT Compliance Transfer is necessary,
it shall deliver the REIT Compliance Offer to the Investor Member as soon as commercially reasonable after making such determination to
the extent the REIT Compliance Offer would be delivered less than thirty (30) days prior to the REIT Compliance Date.


 


(d)            Upon
the earliest to occur of (A) rejection of the ROFO Offer by the Investor Member and (B) the expiration of the ROFO Offer
Period without the Investor Member electing to purchase the ROFO Securities, the Ryman Member shall have a one hundred eighty
(180)-day period during which to effect a Transfer of all of the ROFO Securities at a price in cash and non-cash consideration (with
the value of non-cash consideration determined in accordance with Section 13.19) not less than ninety-five percent (95%)
of the ROFO Offer Price on a pre-tax basis and on substantially the same or more favorable (as to the Investor Member) other terms
and conditions in the aggregate as were set forth in the Investor ROFO Offer Notice (including, the same Units being sold as
set forth in the ROFO Offer Notice); provided, further, that, if the Transfer of the ROFO Securities is subject to any
prior regulatory approval, the time period during which such Transfer may be consummated shall be extended until the expiration of
five (5) Business Days after all such approvals shall have been received. If the Ryman Member does not consummate the Transfer
of the ROFO Securities in accordance with the time limitations set forth in the preceding sentence, then the right of the Ryman
Member to effect the Transfer of the ROFO Securities pursuant to this ‎Section 13.2 shall
terminate and the Ryman Member shall again comply with the procedures set forth in this ‎Section 13.2
with respect to any proposed Transfer of Units pursuant to ‎Section 13.2.


 


(e)            The
Investor Member may designate any of its Permitted Transferees to purchase all or part of the ROFO Securities with respect to which the
Investor Member exercises the ROFO Offer; provided that the Investor Member shall remain obligated to consummate the purchase if
such designees fail to do so.


 






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(f)            Notwithstanding
anything to the contrary herein, with respect to any ROFO Sale (including any REIT Compliance Transfer) the Ryman Member shall (i) use
its good faith efforts to, in the Ryman Member’s good faith judgment, comply with the timelines and information requirements set
forth in this Section 13.2 applicable to a ROFO Sale that is not a REIT Compliance Transfer (including to use good faith efforts
to regularly evaluate Ryman Parent’s qualification as a REIT such that the Ryman Member would not be required to avail itself of
the expedited timelines or more limited information requirements set forth in this Section 13.2 that are applicable to REIT
Compliance Transfers), (ii) only rely on the expedited timing set forth in this Section 13.2 applicable to REIT Compliance
Transfers to the extent that, notwithstanding such good faith efforts pursuant to the preceding clause (i), the Ryman Member cannot otherwise
comply with such non-expedited timing in a commercially reasonable manner, and (iii) if any regulatory approvals are required in
connection with any REIT Compliance Offer accepted by the Investor Member, take efforts in good faith to cooperate with the Investor Member
to allow sufficient time, to the extent practicable under the circumstances as determined by the Ryman Member in good faith, for the Investor
Member to seek and obtain such regulatory approvals.


 


(g)            For
the avoidance of doubt, the provisions of this Section 13.2 shall not apply to any proposed Transfer of Units by the Ryman
Member (A) pursuant to a Sale of the Company, a Qualified IPO or Qualified Spinoff, (B) to a Permitted Transferee or (C) pursuant
to Section 13.1.


 


Section 13.3     Tag-Along
Rights.


 


(a)            This
Section 13.3 shall not apply in the event of any Transfer pursuant to ‎Section 13.2
in which the Investor Member accepts any ROFO Securities offered in a ROFO Offer. The provisions of ‎Section 13.2
(to the extent applicable) shall apply in advance of the provisions of this Section 13.3.


 


(b)            If
(i) the Ryman Member proposes to Transfer any Class A Units, (ii) to the extent applicable, the Ryman Member has complied
with the terms of ‎Section 13.2, and (iii) the relevant provisions of Article X
have been complied with in all respects with respect to a proposed Transfer, then the Ryman Member (a “Tag-Along Seller”)
may consummate a Transfer of all or any portion of such Units (the “Tag-Along Interest”) to the applicable third party
purchaser (a “Third Party”) to the extent it complies with the provisions of this Section 13.3 and Section 13.8
(a “Tag-Along Sale”). In such event, the Class A Holders (each, an “Other Eligible Member”)
shall have the right to require the Third Party, subject to the provisions of this Section 13.3 and Section 13.8,
to purchase from such Other Eligible Member up to that portion of its Eligible Tag-Along Units (such Other Eligible Member’s “Maximum
Amount”) (and the Tag-Along Seller shall reduce the Tag-Along Interest to be sold by it by a corresponding amount) that is equal
to the product of (x) the Tag-Along Interest to be purchased by the Third Party and (y) a fraction, the numerator of which is
(A) the total number of Eligible Tag-Along Units owned by such Other Eligible Member and the denominator of which is (B) the
total number of Eligible Tag-Along Units owned by all of the Other Eligible Members and the Tag-Along Seller immediately prior to the
transaction. For purposes hereof, “Eligible Tag-Along Units” means Class A Units.


 






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(c)            The
Tag-Along Seller shall notify the Other Eligible Members in writing of a proposed Transfer not less than twenty (20) days prior to the
date of such proposed Transfer (the “Transferor Tag-Along Notice”). The Transferor Tag-Along Notice shall include (i) the
name and address of the Third Party, (ii) the Tag-Along Interest to be Transferred, (iii) the Maximum Amount for each Other
Eligible Member (which the Company shall confirm upon request of the Tag-Along Seller prior to the delivery of such notice), (iv) the
purchase price and terms and conditions of payment, (v) the other material terms and conditions of the transaction, and (vi) the
proposed closing date of the transaction (collectively, the “Third Party Terms”).


 





(d)            The
tag-along right provided for in this Section 13.3 may be exercised by any Other Eligible Member (each such exercising Other
Eligible Member, a “Tagging Member”) by delivery of a written notice to the Company, the Tag-Along Seller and the Third
Party (the “Tag-Along Notice”) within fifteen (15) days following receipt of the Transferor Tag-Along Notice (the “Tag-Along
Period”). The Tag-Along Notice shall state the Eligible Tag-Along Units that such Tagging Member wishes to include in such Transfer
to the Third Party, up to the Maximum Amount. The failure of an Other Eligible Member to deliver a Tag-Along Notice meeting the requirements
of this Section 13.3(d) within the Tag-Along Period shall constitute a waiver of such Other Eligible Member’s tag-along
rights with respect to such proposed Transfer.


 


(e)            Upon
the giving of its Tag-Along Notice, a Tagging Member shall be obligated to sell to the Third Party the number of its Eligible Tag-Along
Units set forth in its Tag-Along Notice on the Third Party Terms (up to the Maximum Amount); provided, however, that neither
the Tag-Along Seller nor any Tagging Member shall consummate the sale of any of their respective Eligible Tag-Along Units unless the Third
Party purchases, on the Third Party Terms, all of the Eligible Tag-Along Units contained in the Tag-Along Notices that the Tagging Members
are entitled to sell under the terms of this Section 13.3. If the Third Party does not purchase Eligible Tag-Along Units entitled
to be sold by any Tagging Member that has complied with the terms of this Section 13.3, then any Transfer by the Tag-Along
Seller and any Other Eligible Member to such Third Party shall be null and void and of no effect whatsoever.


 


(f)            Any
Eligible Tag-Along Units purchased from a Tagging Member pursuant to this Section 13.3 shall be purchased at the same price
and same type of consideration and on the same terms and conditions as the Transfer by the Tag-Along Seller and shall be subject to Section 13.8.


 


(g)            In
the event that the Tag-Along Seller delivers a Transferor Tag-Along Notice in accordance with Section 13.3(c) and no
Other Eligible Member exercises its tag-along right in accordance with Section 13.3(d), the Tag-Along Seller shall have the
right to Transfer its Tag-Along Interest to the Third Party at a price not more than the purchase price set forth in the Transferor Tag-Along
Notice and otherwise in all material respects on the terms, provisions and conditions set forth in the Transferor Tag-Along Notice, so
long as such Transfer takes place within one hundred eighty (180) days after the date on which the Transferor Tag-Along Notice is delivered
(as such period may be extended to the extent reasonably required pursuant to applicable law or regulation). In the event that such Transfer
shall not have taken place within such one hundred eighty (180)-day period (provided, further, that, if the Transfer of
the Tag-Along Interest is subject to any prior regulatory approval, the time period during which such Transfer may be consummated shall
be extended until the expiration of five (5) Business Days after all such approvals shall have been received), the Tag-Along Seller
shall not be permitted to Transfer all or any portion of such Tag-Along Interest without once again complying with the provisions of this
Section 13.3. If the terms of such proposed Transfer are different in any material respect from the terms, provisions and
conditions set forth in the Transferor Tag-Along Notice (in a manner that is beneficial to the Tag-Along Seller), the Tag-Along Seller
shall deliver to the Other Eligible Members a revised Transferor Tag-Along Notice, and shall again comply with all of the requirements
of this Section 13.3.


 






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(h)            Reserved.


 


(i)            If,
at the end of the Tag-Along Period, (i) any Tagging Member declines to exercise its tag-along rights under this Section 13.3
or (ii) any Tagging Member elects to exercise its tag-along rights under this Section 13.3 committing to Transfer less
than such Tagging Member’s Tag-Along Interest, the Tag-Along Seller shall give notice to each Tagging Member who has elected to
fully exercise its tag-along rights under this Section 13.3 of the right to sell in the Tag-Along Sale additional Tag-Along
Interests (such Tag-Along Interests, the “Reallotment Units”), in an amount equal to such Tagging Member’s pro
rata portion of the Reallotment Units (based on the percentage equal to (x) the number of such Tagging Member’s Tag-Along Interests
held as of immediately prior to the Tag-Along Sale divided by (y) the number of Tag-Along Interests held by the Tag-Along Seller
and the Tagging Members who have elected to fully exercise their tag-along rights under this Section 13.3, in the aggregate,
as of immediately prior to the Tag-Along Sale). Each such Tagging Member shall have five (5) Business Days to notify the Tag-Along
Seller of its election to sell all or a portion of the Reallotment Units.


 


(j)            The
reasonable attorney’s fees of one counsel designated by the Tag-Along Seller (and, to the extent participating in the transaction,
one counsel designated by the Investor Member), and the other reasonable costs and expenses incurred by the Tag-Along Seller(s)), and
the Company in connection with any proposed Transfer pursuant to this Section 13.3 (whether or not consummated) (including
accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions (but only if the Company engages
such advisers)), will be paid by the Company. Any other costs and expenses incurred by or on behalf of any or all of the other Tagging
Members in connection with any proposed Transfer pursuant to this Section 13.3 (whether or not consummated) will be borne
by such Tagging Members.


 





(k)            Notwithstanding
anything else herein to the contrary, if in connection with any Sale of the Company in which the Dragging Member has not exercised its
rights to require the Investor Member to Transfer all of its Units in such Sale of the Company pursuant to Section 13.7, the
Investor Member shall have the right to exercise its tag-along rights pursuant to this Section 13.3 and elect to sell up to
100% of its Units in such transaction (and the Tag-Along Seller shall reduce the Tag-Along Interest to be sold by the Ryman Member by
a corresponding amount).


 


(l)            The
provisions of this Section 13.3 shall not apply to any proposed Transfer of Units by the Tag-Along Seller (A) pursuant
to Section 13.7 (except, in the case of the Investor Member, as provided in Section 13.3(k)), (B) to a Permitted
Transferee, (C) in a Qualified Spinoff, (D) in a Qualified IPO, (E) pursuant to Section 13.1, or (F) that
is a REIT Compliance Transfer to the extent such provisions would reasonably be expected to prevent the Ryman Member from completing such
REIT Compliance Transfer by the REIT Compliance Date; provided that, prior to availing itself of the exception in this clause (F),
the Ryman Member shall have used good faith efforts to comply with the provisions of this Section 13.3 (including using its
good faith efforts to regularly evaluate Ryman Parent’s qualification as a REIT) such that the Ryman Member would not be required
to avail itself of the exception set forth in this clause (F).


 






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(m)            If
(i) the Company issues any class or series of Units other than Class A Units and (ii) the Ryman Member (or any of its Permitted
Transferees) and any Other Eligible Members acquire such Units through the exercise of its pre-emptive rights under Section 3.5,
such Other Eligible Members will be granted tag-along rights with respect to such Units that are substantially similar to the tag-along
rights set forth herein with respect to the Class A Units and this Agreement will be modified accordingly.


 


Section 13.4     Redemption
and Cross-Purchase Rights.


 


(a)            If
an Involuntary Transfer occurs or, solely with the passage of time and/or the giving of notice, will occur, the Holder whose Membership
Interest is or will be subject to the Involuntary Transfer or, if such Holder fails to do so, the Person who is or will become the Involuntary
Transferee in such Involuntary Transfer, shall promptly give written notice (the “Involuntary Transfer Notice”) to
the Company stating (i) when the Involuntary Transfer occurred or is to occur, (ii) the obligations and other circumstances
giving rise to the Involuntary Transfer, (iii) a description of the Membership Interest subject to the Involuntary Transfer, and
(iv) the name, address and capacity of the Involuntary Transferee.


 


(b)            If
an Involuntary Transfer occurs, the Company, at the sole discretion of the Board, shall have the right to redeem from the Involuntary
Transferee or applicable employee (or, if an employee invested through a trust or other entity, such entity and any Permitted Transferees
of such employee or entity) (the “Call Member”) all (but not less than all) of the Membership Interests to be acquired
by the Involuntary Transferee in the Involuntary Transfer for an amount equal to the Redemption Fair Market Value per Unit (the “Redemption
Price”); provided that the Company gives written notice of its election to redeem such Membership Interest to the Call
Member no later than one hundred eighty (180) days after the Company’s receipt of the Involuntary Transfer Notice (such date of
receipt, the “Call Event Date” and such one hundred eighty (180)-day period, the “Company Call Period”);
provided, further, that it is agreed and acknowledged that the Redemption Fair Market Value of the Membership Interest of
such Call Member for purposes of this Section 13.4(b) shall be determined as of the Call Event Date. If and to the extent
that the Company does not redeem all of the Membership Interests owned by such Call Member pursuant to the preceding sentence, then the
Ryman Member (or its Permitted Transferees) and the Investor Member (or its Permitted Transferees) first, and then second each other Member
(other than the Call Member or Holder whose Membership Interest is or will be subject to the relevant Involuntary Transfer) (each, a “Continuing
Member”) shall have the right to purchase all (but not less than all) of such Membership Interests, subject to the same terms
and conditions set forth in the preceding sentence, except that the notice period set forth in the preceding sentence shall be no later
than one hundred eighty (180) days after the expiration of the Company Call Period; provided, that (i) if both the Ryman Member
and the Investor Member elect to exercise their first priority purchase option after the Company in the manner described in this Section 13.4(b),
such purchase option shall be allocated between them based on the relative number of Class A Units owned by them as of the Call Event
Date, or (ii) more than one Continuing Member elects to exercise their second priority purchase option after the Company, such Members
shall purchase their pro rata share of such Membership Interests (based on the relative number of Class A Units owned by such Continuing
Member as of the Call Event Date and the aggregate number of Class A Units owned by all Continuing Members exercising such second
priority purchase option under this Section 13.4(b)).


 






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(c)            The
Redemption Price for any Membership Interest to be redeemed by the Company and/or purchased by one or more Members under this Section 13.4
shall be determined by the Board in good faith. If the Call Member objects to the Board’s determination of the Redemption Price
for the subject Membership Interest to be purchased or redeemed, the Call Member shall submit a notice of objection to the Company within
thirty (30) days of receiving notice of the Redemption Price setting forth the Call Member’s own valuation of the Redemption Fair
Market Value of such Membership Interest (the “Notice of Objection”). After receiving a Notice of Objection, the Company
and the Call Member shall hire an independent appraiser to determine the Redemption Fair Market Value of such Membership Interest; provided,
that the valuation provided by such independent appraiser shall be within the range of the Redemption Price and the Redemption Fair Market
Value of such Membership Interest set forth in the Notice of Objection. The cost of the investment banking or appraisal firm shall be
shared equally by the Company and the Call Member. If the Company and the Call Member fail to agree on a mutually acceptable appraiser
within fifteen (15) days following the Company’s receipt of the Notice of Objection, then the Company and the Call Member will each
appoint an investment banking firm or appraisal firm of national or regional reputation and such two firms will select a third investment
banking firm or appraisal firm of national or regional reputation experienced in the appraisal of businesses similar to that of the Company
to serve as the appraiser and shall direct such appraiser to independently determine the Redemption Price of the subject Membership Interest
and to submit its determination in writing at the earliest practicable date, but in any event within sixty (60) days following the date
of such appraiser’s selection; provided, that, the valuation provided by such appraiser shall be within the range of the
Redemption Price and the Redemption Fair Market Value of such Membership Interest set forth in the Notice of Objection. The Company and
the Call Member shall each bear the costs of their respective investment banking or appraisal firms for purposes of appointing a third
appraiser, and the costs of the third appraiser shall be shared equally by the Company and the Call Member. All appraisal reports will
be in writing, will be signed by the appraiser and will be delivered to the Company with a copy to the Call Member. If the appraiser expresses
its opinion as to the Redemption Price for the subject Membership Interest in terms of a range of values, the mean of such range shall
be deemed to be the Redemption Price for such Membership Interest, or if such opinion expresses the Redemption Price for the subject Membership
Interest as an absolute number, such number shall be deemed to be the Redemption Price for such Membership Interest. The Redemption Price
for the subject Membership Interest will be final and binding upon the Company and the Call Member.


 


(d)            The
closing of any redemption and/or purchase under this Section 13.4 shall take place on a date designated by the Company (the
 “Redemption Closing”), which date shall not be more than thirty (30) days after compliance with the applicable requirements
set forth above, subject to the execution of purchase documentation reasonably acceptable to the applicable Holder and the Board, including
a release and discharge from the Call Member in form and substance reasonably acceptable to the Call Member and the Board.


 


(e)            In
the event any purchase or redemption right exercised by the Company pursuant to Section 13.4(b), the Company shall make payment
of the Redemption Price in a lump cash sum at the Redemption Closing or by paying at least fifteen percent (15%) of the Redemption Price
in cash at the Redemption Closing and paying the remainder prior to the date that is eighteen (18) months from the date of such Redemption
Closing. In the event of any purchase right exercised by one or more Continuing Members pursuant to Section 13.4(b), the Continuing
Member(s) shall make payment of the Redemption Price in a lump cash sum at the Redemption Closing.


 






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(f)            Notwithstanding
anything to the contrary contained herein, the payment of all or any portion of the Redemption Price may be suspended, delayed or deferred
by the Company with prior written notice to the applicable Call Member, to the extent that the Company would be unable to make such payment
due to the Company having insufficient cash on hand (as determined by the Board in good faith) or restrictions under any applicable law
or any bona fide contractual arrangements of the Company or any of its Subsidiaries (each, a “Liquidity Restriction”).
Any amount so deferred will be paid to the applicable Call Member as soon as practicable following the earlier of (i) the time that
the Liquidity Restrictions are no longer applicable, as determined in good faith by the Board and (ii) the consummation of a Sale
of the Company.


 


(g)            The
provisions of this Section 13.4 shall not be applicable to the Ryman Member, the Investor Member or any of their respective
Permitted Transferees.


 


Section 13.5     Public
Offering; Spinoff Transaction; Corporate Conversion in Connection with Public Offering or Spinoff Transaction.


 


(a)            Ryman’s
Qualified IPO and Qualified Spinoff Rights. The Ryman Member shall be entitled to cause the Company to consummate a Qualified
IPO or a Qualified Spinoff at any time (provided that (i) the Investor Member shall, after a Qualified Spinoff, own the same
class of equity as the public shareholders unless otherwise agreed by the Investor Member and (ii) for the avoidance of
doubt, the Ryman Member may not cause the Company to consummate (x) an IPO that does not constitute a Qualified IPO or
(y) a Spinoff Transaction that does not constitute a Qualified Spinoff, in each case, without the approval of the Investor
Member; provided that after a Qualified IPO, the Ryman Member may at any time cause a Spinoff Transaction without the approval of
the Investor Member); provided that if Ryman causes the Company to undertake a Qualified IPO or a Qualified Spinoff, the
Investor Member will have the Investor ROFO as set forth in Section 13.10. The Investor Member shall not be required to
be a selling shareholder in an IPO. If the Ryman Member is a selling shareholder in an IPO, the Investor Member shall have the right
to sell equity in the IPO on a pro rata basis of secondary shares based on its relative percentage ownership of the Outstanding
Units relative to the Ryman Member’s ownership prior to the IPO (such that, for example, if 1,000,000 shares in the aggregate
are proposed to be sold by the Ryman Member and the Investor Member (and not by the Company) as secondary shares in an IPO, and the
Ryman Member and the Investor Member then own sixty-five percent (65%) and twenty-five percent (25%), respectively, of the aggregate
Outstanding Units, the Investor Member shall be entitled to sell 27.8% (25% / (65% + 25%)) of such secondary shares in the IPO (and
for the avoidance of doubt, not including any SPAC Transaction). Neither the Ryman Member, the Company or any of their Affiliates
shall impose any contractual constraint on the Investor Member’s sales of equity after a SPAC Transaction, Qualified Spinoff
or an IPO, other than customary “lockups” in connection with an underwritten public offering or SPAC Transaction; provided
that, as long as the Investor Member owns at least ten percent (10%) of the Outstanding Units, the Ryman Member and the Company
shall cause, and cause their respective Affiliates to, make proper provisions to ensure that the governing documents of the entity
resulting from such SPAC Transaction, Qualified Spinoff or IPO provide that such entity may not (i) impose any limitation or
other constraint (including ownership or voting caps or standstill restrictions) on the Investor Member’s or Ryman
Member’s purchases or ownership of equity after such SPAC Transaction, Qualified Spinoff or IPO or (ii) issue or adopt
any shareholder purchase rights or “poison pill” or any similar plan or arrangement or adopt any control share
acquisition, business combination or other anti-takeover provision under its certificate of incorporation, bylaws or similar
organizational documents, unless such rights, plan, arrangement or provision expressly exclude the Investor Member and the Ryman
Member and each of their respective Permitted Transferees from the applicability thereof.


 






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(b)            Investor
Member’s Qualified IPO Right. If the Investor Member exercises any Option under Section 13.1, commencing on and
after the Fifth Anniversary, as long as the Investor Member owns at least ten percent (10%) of the Outstanding Units, the Investor Member
shall have the right to elect to cause the Company to use reasonable efforts (and without limiting the Investor Member’s rights
under Section 13.5(c)) to effect, as soon as practicable an IPO that is a Qualified IPO, by delivering written notice thereof
to the Company.


 


(c)            IPO
Determinations. Upon the Ryman Member initiating an IPO process, the Ryman Member agreeing to use its reasonable efforts to cause
the Company to undertake a Qualified IPO pursuant to Section 13.13 or the receipt of a written notice from the Investor Member
pursuant to Section 13.5(b) requesting that the Company effect an IPO, the Company shall engage a nationally recognized
managing underwriter determined by the Determining Member (in consultation with the Consulting Member and after giving good faith consideration
to Consulting Member’s views). The Determining Member (in consultation with the Consulting Member and after giving good faith consideration
to the Consulting Member’s views) shall also make all other decisions regarding the IPO, including the terms and conditions of such
Qualified IPO, the pricing of Equity Securities to be offered by the New Company in such IPO, the size of the IPO and the hiring of other
underwriters and advisors and the drafting of documentation. The engagement of the underwriters shall be on financial and other terms
customary in the industry, and all fees and expenses (but not customary underwriting discounts and commissions) shall be borne by the
Company. Upon the request of the Determining Member, the Company and the Members shall take the actions contemplated by this Section 13.5(c) without
any further action by the Board. The Company agrees and acknowledges that it shall be the indemnitor of first resort with respect to such
IPO. For purposes hereof, the “Determining Member” shall mean the Ryman Member, except that the Investor Member shall
be the “Determining Member” if the Investor Member delivers written notice after the Seventh Anniversary requesting that the
Company effect an IPO pursuant to Section 13.5(b), and the “Consulting Member” shall be the Investor Member
if the Ryman Member is the Determining Member or the Ryman Member if the Investor Member is the Determining Member. In connection with
any request to effect an IPO, each of the Ryman Member and the Investor Member shall cooperate and take such actions as are reasonably
necessary or desirable to complete the IPO in a manner designed to achieve a fair price and broad public distribution of the securities
being offered.


 






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(d)            Corporate
Conversion.


 





(i)            In
connection with any IPO or Qualified Spinoff, the Ryman Member (or, in the case of an IPO, the Determining Member) shall have the power
to cause the Company, at the Company’s expense, to effect the conversion of the Company into a corporation or other form of entity
or to create a new holding company structure with respect to the Company and its Subsidiaries; provided that such conversion shall
be made in such manner as the Ryman Member (or, in the case of an IPO, the Determining Member) deems appropriate and efficient (including
in terms of tax treatment, which conversion shall, unless otherwise agreed by the Ryman Member and the Investor Member, be tax-free to
each of the Ryman Member and the Investor Member for U.S. federal income tax purposes) including by way of conversion, merger, recapitalization
or asset and liability transfer (the “Corporate Conversion”). In connection with a Corporate Conversion, the Board
may require that each Holder transfer to the Company, any of its Subsidiaries or any other entity or entities created pursuant to the
Corporate Conversion (collectively, the “New Company”) any or all of such Holder’s Membership Interest. The terms
of any stockholders agreement to be entered into among the New Company and the Holders in connection with a Corporate Conversion shall,
to the extent practicable and permitted by applicable Law, rule, regulation or historical standard or unless otherwise agreed by the Ryman
Member and the Investor Member, replicate the provisions of this Agreement.


 


(ii)            In
connection with such Corporate Conversion (x) each Holder shall be entitled to receive shares of common stock or other Equity Securities
(together with any securities exercisable, exchangeable or convertible into such shares or Equity Securities, the “Issuer Shares”)
of the issuer/spun off company in the IPO or Qualified Spinoff (the “Issuer”) such that if the Company liquidated and
distributed its assets in accordance with this Agreement immediately following such IPO or Qualified Spinoff, such Holder would, in the
aggregate in respect of such Units or other Equity Securities, be entitled to receive the same percentage of the total proceeds as it
would have been entitled to receive in a liquidation and distribution of the Company’s assets pursuant to this Agreement immediately
prior to such IPO (determined without giving effect to any actions or steps taken to effect or facilitate such IPO pursuant to this Section 13.5(d))
(but for the avoidance of doubt, this clause (x) shall not take into account any Sale Payment or any IPO Shortfall that may be owing
to the Investor Member as a result of such IPO) and (y) such IPO or Qualified Spinoff shall be effected in a manner that treats Holders
identically other than, such differences as may be necessary to give effect to the respective economic entitlements of the various classes
and series of Units in accordance with this Agreement (including, for example, by providing certain classes or series of Units with enhanced
economic entitlements or by issuing additional shares to the Holders of certain classes or series of Units, as appropriate, to reflect
such different economic entitlements inherent in such Units) and the fact that certain of the Units may be subject to vesting and other
contingencies; provided that each Holder of a given class or series of Units shall receive the same securities and same amount
of securities per Unit of such class or series, and if any Holders of Units of such class or series are given an option as to the type
or amounts of securities to be received, each Holder of Units of such class or series shall be given the same option. Fractional shares
of Issuer Shares issuable pursuant to a Corporate Conversion shall be rounded or cashed out in an equitable manner, as determined by the
Board; provided that the Board shall use good faith efforts to minimize fractional shares.


 






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(e)           Board
Designation Rights. In the event of a SPAC Transaction, Qualified Spinoff or IPO, so long as the Investor Member holds at least ten
percent (10%) of the outstanding voting equity resulting from such transaction, (i) the Ryman Member and the Company shall cause
the governing documents of such resulting entity (including in a stockholders agreement) to provide that the Ryman Member and the Investor
Member shall have proportionate board designation rights with respect to such resulting entity based on their respective ownership in
such entity after giving effect to such SPAC Transaction, Qualified Spinoff or IPO, and (ii) the Ryman Member, the Company and the
Investor Member shall (x) negotiate in good faith the other governance rights (including approval rights over significant matters
involving the resulting entity and its business) that would apply following such SPAC Transaction, Qualified Spinoff and Qualified IPO
that are consistent with rights and entitlements that are afforded to substantial shareholders in similar transactions and that is otherwise
reflective of their respective proportionate ownership in such entity at the time such transaction is consummated.


 


(f)            Tax
Receivables Agreement. In the event that the Board (in its discretion) approves and the Company puts in place a “tax receivable
agreement” (“TRA”) with the Company (or a successor Issuer to the Company) in connection with an IPO; the Ryman
Member and the Investor Member shall be entitled to payments under the tax receivable agreement based on their respective ownership in
the Company (or successor thereto) immediately prior to the IPO; provided that if Ryman Member makes the IPO Shortfall Payment, Ryman
Member shall be entitled to receive, and the TRA shall require the Company to pay to Ryman Member, all amounts payable to the Investor
Member under the TRA until such time as Ryman Member has received, in addition to amounts payable to Ryman under the TRA, amounts equal
to the IPO Shortfall Payment.


 


(g)           Termination
of Certain Rights. The rights and obligations (including restrictions on transfers of equity) provided in Section 3.5, Article VII,
Article X (other than as contemplated in Section 10.1(d)), Section 11.3, Section 13.1,
‎Section 13.2, Section 13.3, Section 13.10, ‎ Section 13.13
and Section 13.14 shall terminate and be of no further force and effect immediately prior to, but conditioned upon, the consummation
of a Qualified IPO, a Qualified Spinoff or a Sale of the Company (and, for the avoidance of doubt, the rights and obligations set forth
in Section 13.18 shall survive the consummation of any such transaction provided the Ryman Member or any of its Affiliates
continues to hold any Units following such transaction).


 


Section 13.6           
Registration Rights.


 


(a)            Prior
to the effectiveness of the Company’s registration statement in connection with its IPO, the parties shall enter into a registration
rights agreement, in form and substance reasonably approved by the Ryman Member and the Investor Member, that shall contain demand registration
rights and “piggyback” registration rights in favor of the Investor Member and the Ryman Member, which agreement will incorporate
the provisions described in Exhibit B, and other terms and conditions as are then reasonable and customary to include in such
agreements. Each Holder shall be subject to customary underwriter cutbacks and lock up restrictions. In the case of a Qualified Spinoff,
the parties shall enter into a registration rights agreement, in form and substance reasonably approved by the Ryman Member and the Investor
Member, that shall contain demand registration rights and “piggyback” registration rights in favor of the Ryman Member and
the Investor Member, which agreement will incorporate the provisions described in Exhibit B, on a mutatis mutandis basis
(giving due regard to each Member’s ownership percentages), and other terms and conditions as are then reasonable and customary
to include in such agreements.





 



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(b)           From
and after an IPO or Qualified Spinoff, the Company will provide reasonable and customary assistance to any Member seeking to offer and
sell its securities in the public market so as to enable such Member to sell its Company securities pursuant to Rule 144 under the
Securities Act or any similar rules or regulations hereinafter adopted by the SEC, including reasonably cooperating with such Member
to facilitate the timely preparation and delivery of certificates representing the securities to be sold.


 


(c)           In
the case of a SPAC Transaction, (i) the Investor Member and its Permitted Transferees shall not be subject to more onerous lock-up
or similar restrictions (including after giving effect to any fall away conditions) than those applicable to the Ryman Member and its
Permitted Transferees with respect to the Equity Securities of the public entity resulting from such SPAC Transaction and (ii) the
Investor Member shall be offered registration rights with respect to resales of the Equity Securities of the public entity resulting from
such SPAC Transaction that are no less favorable to the Investor Member than those granted to the Ryman Member, other than with respect
to rights that customarily differ based on different ownership percentages (such as the number and availability of demand registration
rights) (provided that, in all cases, it is understood that with respect to any underwriter or other cut-back, the Equity Securities
to be registered by the Investor Member in any offering, on the one hand, and the Ryman Member, on the other hand, will be reduced on
a pari passu basis (regardless of whether the offering is a demand registration initiated by the Ryman Member or the Investor Member)).


 


Section 13.7           Drag-Along
Rights.


 


(a)            General. The Ryman Member (the “Dragging Holder”), if it desires to cause the Sale of the Company,
but subject to first complying with Section 13.10, shall have the right, upon written notice of such proposed Sale of the
Company delivered to the Company (the “Purchase Notice”), which shall in turn promptly forward the Purchase Notice
to each other Holder (the “Drag-Along Holders”), which Purchase Notice shall include all of the material terms and
conditions (including the proposed amount and form of consideration and terms and conditions of payment) of such proposed Sale of the
Company to the proposed purchaser(s) in such Sale of the Company (the “Drag-Along Purchaser(s)”), to, subject
to Section 13.8, Section 13.3(k) and Section 13.15, require each Drag-Along Holder to cooperate
in furtherance of such Sale of the Company (a “Drag-Along Sale”), including requiring each such Holder to sell to
the Drag-Along Purchaser(s) a number of Units of each class or series of Equity Securities of the Company owned by such other Holder
equal to (i) the total number of Equity Securities in the Company of such class or series owned by the Drag-Along Holders immediately
prior to such Drag-Along Sale multiplied by (ii) a fraction, (x) the numerator of which is the number of the Dragging
Holder’s Class A Units proposed to be sold by the Dragging Holder in such Drag-Along Sale and (y) the denominator of
which is the aggregate number of Class A Units owned by the Dragging Holder immediately prior to such Drag-Along Sale.


 



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(b)           Cooperation;
No Continuing Rights in Units. Upon receipt of any such notice, the Company and such Drag-Along Holders shall, subject to Section 13.8 and Section 13.10,
cooperate with the Dragging Holder and otherwise take, or cause to be taken, all actions and do, or cause to be done, all things
reasonably necessary or appropriate to enter into, consummate and make effective the Sale of the Company, as reasonably
requested by the Dragging Holder, including the sale and purchase of each Drag-Along Holder’s Units together with the Units of
the Dragging Holder (including (i) voting in favor of any merger, sale of assets or similar transaction requiring a vote of the
Members, (ii) waiving or otherwise not exercising any applicable appraisal or dissenter’s rights with respect to such
transaction, (iii) subject to Section 13.8, executing and delivering to the Drag-Along Purchaser any and all
documents required to be executed and delivered by the Drag-Along Holder to effect such Sale of the Company and (iv) taking all
action (including with respect to voting their Units) to cause the Board to take all necessary steps to complete such transaction).
In furtherance of the foregoing, the Dragging Holder may at any time, at the cost and expense of the Company and on behalf of, and
to represent, the Company, hire and retain investment bankers, attorneys and any other advisors identified by the Dragging Holder,
in order to initiate an auction of the Company and the Company shall fully cooperate with such auction and sale.


 


(c)           Solely
for purposes of this Section 13.7, in order to secure the performance of the obligations of each Holder hereunder, each Holder
other than the Ryman Member and the Investor Member hereby irrevocably and unconditionally appoints the Company as the attorney-in-fact
and proxy of such holder (with full power of substitution or re-substitution) to vote (if applicable), provide a written consent (if applicable),
or take any other action with respect to the Units required to be transferred by such holder pursuant to this Section 13.10,
and the Company shall have, and is hereby granted, a proxy and power of attorney to vote, provide a written consent or take any other
action with respect to each such holder’s Units for purposes of taking the actions required by this Section 13.7. Each
such Holder intends this irrevocable and unconditional proxy and power of attorney to be, and it shall be, irrevocable and coupled with
an interest, and each such holder shall take further action and execute such other instruments as may be necessary to effectuate the intent
of this proxy and power of attorney and hereby revoke any proxy previously granted by it with respect to the matters set forth in this
Section 13.7. The irrevocable and unconditional proxy and power of attorney granted hereby is intended to be, and is, attached
to the Units held by such Holder and shall survive for the duration of this Agreement. Each Holder hereby revokes any power of attorney
and proxy previously granted by it with respect to the matters set forth in this Section 13.10.


 


(d)           The
Drag-Along Seller shall have a period of one hundred eighty (180) days from the date of delivery of the Purchase Notice to consummate
the Drag-Along Sale on the terms and conditions as set forth in such Purchase Notice; provided that, if such Drag-Along Sale is
subject to regulatory approval, such one hundred eighty (180)-day period shall be extended until the expiration of five (5) Business
Days after all such approvals have been received. If the Drag-Along Sale shall not have been consummated during such period, the Drag-Along
Seller shall return to each of the Drag-Along Holders such documents in the possession of the Drag-Along Seller executed by the Drag-Along
Holders in connection with the proposed Drag-Along Sale. If the Drag-Along Seller proposes to consummate a Drag-Along Sale after such
period referred to in the first sentence of this Section 13.7(d), such Drag-Along Seller shall again comply with the provisions
set forth in this Section 13.7.


 



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(e)           Promptly
after the consummation of the Drag-Along Sale pursuant to this Section 13.7, the Drag-Along Seller shall (i) notify the
Drag-Along Holders thereof, (ii) subject to Section 13.8, remit (or cause to be remitted) to each Drag-Along Holder the
total consideration for the Equity Securities of such Drag-Along Holder Transferred pursuant thereto less the Drag-Along Holder’s
pro rata share of any escrows, holdbacks or purchase price adjustments, in each case, as determined in accordance with Section 13.8,
with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer
instructions provided by the Drag-Along Holder and (iii) furnish such other evidence of the completion and the date of completion
of such Transfer and the terms thereof as may be reasonably requested by the Drag-Along Holders. The Drag-Along Seller shall promptly
remit (or cause to be remitted) to the Drag-Along Holders any additional consideration payable upon the release of any escrows, holdbacks
or adjustments in purchase price, subject to the terms of this Agreement.


 


(f)            In
the event that the Investor Member and the Ryman Member agree to terms of a transaction pursuant to the Investor ROFO whereby the Ryman
Member sells all of its Membership Interest to the Investor Member, the Investor Member shall have rights as the Dragging Member with
respect to applicable Units held by Holders other than the Ryman Member that would have been subject to this Section 13.7.


 


Section 13.8       Additional
Terms Applicable to Covered Transactions. Any transaction effected pursuant to Section 13.3, Section 13.5
(with respect to a SPAC Transaction) or Section 13.7 (including in connection with a Sale of the Company for which the Investor
Member elects to have Section 13.3 apply pursuant to Section 13.3(k)) (each, a “Covered Transaction”)
shall be completed on the following terms and subject to the following conditions:


 


(a)           Each
Tagging Member (with respect to a Transfer of Units pursuant to Section 13.3), Drag-Along Holders (with respect to a Drag-Along
Sale) or Holder (with respect to a SPAC Transaction), as applicable (a “Covered Member”), shall execute and deliver
all documentation required thereunder and, subject to the limitations set forth in this Section 13.8 take such other action
reasonably necessary to consummate a Covered Transaction as shall reasonably be requested by the Dragging Holder (with respect to a Drag-Along
Sale), the Tag-Along Seller (with respect to a Tag-Along Sale) or the Ryman Member (with respect to a SPAC Transaction), including executing
and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement,
consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and
encumbrances) and any similar or related documents, in each case which are customary and reasonable for the Covered Transaction.


 



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(b)           Upon
consummation of a Covered Transaction: (i) each Holder will receive the same form of consideration; provided that other than
in connection with a Rollover Investment, if any Holder is offered an option as to the form or amount of consideration to be received
in such Covered Transaction, then each other Holder shall be offered the same option, (ii) in the case of a Sale of the Company or
a SPAC Transaction, the aggregate consideration receivable by all Holders shall be allocated among the Holders in the manner specified
under Section 4.4; provided that, if the Investor Member shall receive illiquid securities as consideration in a Sale
of the Company, no such Sale of the Company or SPAC Transaction shall be consummated unless the Investor Member shall be entitled to preemptive
rights and tag-along rights with respect to such securities at least as favorable as such rights, if any, that are extended to Ryman Member
with respect to such securities or otherwise on market terms. Notwithstanding the foregoing, the terms of any Covered Transaction may
provide (i) that all or a portion of the Equity Securities of the Company held, directly or indirectly, by any Management Member
(or its Permitted Transferees) may be exchanged (at the same value per class or series of Unit as paid to the other Holders in such Covered
Transaction) in whole or in part for securities of the acquiring, surviving or successor entity, as applicable, so long as such exchange
is consented to by such Management Member (and, in the case of a Drag-Along Sale, the Dragging Member); (ii) the right to make a
debt or equity investment in a purchaser or one of its Affiliates (whether directly or through a contribution of Equity Securities of
the Company) (any such transaction contemplated by the foregoing (i) or (ii), collectively, a “Rollover Investment”)
so long as such right to make such Rollover Investment shall, in the case of this clause (ii), be available to the Ryman Member and the
Investor Member and such Rollover Investment is consented to by such Persons participating in such Rollover Investment; and (iii) that,
in connection with such Covered Transaction, certain Holders may receive additional and reasonable consideration in their capacity as
employees of the Company or its Subsidiaries for entering into restrictive covenants in favor of a purchaser or one of its Affiliates.


 


(c)           The
Investor Member shall, to the extent that the Ryman Member is agreeing to the same, agree to non-solicitation and confidentiality covenants
and a customary release of claims in favor of the purchaser; provided that in no event shall the Investor Member be required to
agree to or otherwise become bound by (or have any of its Affiliates become bound by) any non-competition covenant, non-solicitation of
customers covenant or any other restrictive covenant with respect to the Investor Member’s or any of its Affiliates’ right
to engage in or invest in any business; provided, further, that in no event shall the Investor Member be required to have
NBCUniversal or any member of the Comcast Group become bound by any non-solicitation of employees covenant or any other similar restrictive
covenant.


 


(d)           The
representations and warranties to be made by each of the Covered Members in connection with a Covered Transaction shall be made on a several
(and not joint or joint and several) basis and limited to typical representations and warranties included in transactions of that type,
including representations and warranties related to such Covered Person’s organization and capacity and that (i) such Covered
Member holds all right, title and interest in and to the Units such Covered Member purports to hold, free and clear of all Liens, and
has the authority to Transfer such Units, (ii) the obligations of such Covered Member in connection with the transaction have been
duly authorized, if applicable, (iii) the documents to be entered into by such Covered Member have been duly executed by such Covered
Member and delivered to the acquirer and are enforceable against such Covered Member in accordance with their respective terms and (iv) neither
the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of such Covered Member’s
obligations thereunder, will cause a breach or violation of the terms of any agreement to which it is a party, law or judgment, order
or decree of any court or governmental agency.


 


(e)           No
Member shall be liable for the inaccuracy of any representation or warranty made by any other Person (other than the Company and its
Subsidiaries subject to Section 13.8(f)) in connection with a Covered Transaction (except to the extent that funds may
be paid out of an escrow or holdback established, or offset against future earn outs or other contingent payments, to cover
breaches of representations, warranties and covenants of the Company as well as breach by any Member of any corresponding
representations, warranties and covenants provided by all Members).


 



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(f)            The
liability for indemnification, if any, of each Member under the definitive documentation with respect to a Covered Transaction for the
inaccuracy of any representations and warranties made by the Company, its Subsidiaries or such Member in connection with such Covered
Transaction shall be several and not joint with any other Person (except to the extent that funds may be paid out of an escrow or holdback
established, or offset against future earn outs or other contingent payments, to cover breach of representations, warranties and covenants
of the Company as well as breach by any Member or any corresponding representations, warranties and covenants provided by all Members),
and, except with respect to claims related to intentional fraud or willful breach by such Member or claims for breach of a representation
or warranty given by such Member specifically regarding such Member (e.g., such Members’ title to and ownership of Units), shall
be pro rata in proportion to, and shall not exceed, the amount of consideration paid to such Member in connection with such Covered
Transaction.


 


(g)           Subject
to Section 13.8(f), each Member’s potential liability in respect of a Covered Transaction shall be limited to such Member’s
applicable share (determined based on the respective proceeds payable to each Member in connection with such Covered Transaction) of a
negotiated aggregate indemnification amount or amounts that apply equally to all Members but that in no event shall any such amount exceed
the net proceeds otherwise payable to such Member in connection with such Covered Transaction, except with respect to claims related to
fraud or willful breach by such Member, the liability for which need not be so limited as to such Member.


 


(h)           If
the Tag-Along Seller (with respect to a Tag-Along Sale under Section 13.3), the Drag-Along Seller (with respect to a Drag-Along
Sale under Section 13.7) or the Ryman Member with respect to a SPAC Transaction under Section 13.5 or in connection with
any other Covered Transaction, appoints a representative (the “Transaction Member Representative”) with respect to
matters affecting the Members under the applicable definitive transaction agreements following consummation of a Covered Transaction,
unless otherwise agreed by the Investor Member and the Ryman Member, such Transaction Member Representative shall be a third party firm
that provides such transaction services and each Holder further agrees (x) to consent to (i) the appointment of such Transaction
Member Representative, (ii) the establishment of any applicable escrow, expense, holdback or similar fund in connection with any
indemnification or similar obligations, and (iii) the payment of such Holders’ pro rata portion (from the applicable
escrow, expense, holdback or similar fund or otherwise) of any and all reasonable and documented fees and expenses to such Transaction
Member Representative in connection with such Transaction Member Representative’s service and duties in connection with such Covered
Transaction and its related service as the representative of the Members and (y) not to assert any claim or commence any suit against
the Transaction Member Representative in connection with its service as the Transaction Member Representative, absent fraud, willful breach
or gross negligence.


 


(i)            The
only expenses a Holder must pay in connection with the Covered Transaction are (i) expenses incurred for all Holders’ benefit
and paid by the Company or acquiring party, (ii) Transaction Member Representative expenses, and (iii) the Holder’s expenses
for its sole benefit (e.g., fees paid to its own professional advisors). Notwithstanding the foregoing, the reasonable attorneys’
fees (for a single counsel) of the Investor Member and the Ryman Member incurred in connection with a Drag-Along Sale under Section 13.7
or a SPAC Transaction under Section 13.5 will be borne by the Company.


 



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Section 13.9       Payment
Exception. If the consideration to be paid in exchange for Units pursuant to a Covered Transaction includes any securities and receipt
thereof by any Holder would require under applicable law (x) the registration or qualification of such securities or of any Person
as a broker or dealer or agent with respect to such securities or (y) the delivery to any Member of any information other than such
information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in
Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Holder in lieu thereof, against surrender
of the Units which would have otherwise been sold by such Holder, an amount in cash equal to the Redemption Fair Market Value of the
securities which such Holder would otherwise receive as of the date of the issuance of such securities in exchange for the Units.


 


Section 13.10     Investor
ROFO.


 


(a)            In
the circumstances set forth in Section 13.10(b), the Investor Member shall have the following rights, which are the “Investor
ROFO.” Upon notice (a “ROFO Notice (13.10)”) from the Ryman Member of its intention to engage in or to cause
the Company to engage in any of the events set forth in Section 13.10(b), which notice shall, in the case of an event described
in Section 13.10(b)(iii), specify (i) any contractual protections that the Ryman Member requires in respect of the Ryman
Parent’s status as a REIT in connection with such intended Sale of the Company (“Acquiror REIT Protections”)
and (ii) whether the Ryman Member intends for all or a portion of the consideration to include Equity Securities that can be received
by the Ryman Member on a tax deferred basis for U.S. federal income tax purposes (a “Tax-Deferred Sale”) and, if so,
(A) the maximum amount of gain to be recognized by the RHP Operating Partnership (or if the RHP Operating Partnership is disregarded
for U.S. federal income tax purposes, the Ryman Parent) as a result of such intended Sale of the Company and (B) the Maximum Annual
Permissible Amount, and the Investor Member shall have the right to propose, no later than twenty (20) Business Days after receipt of
the ROFO Notice (13.10), the terms, conditions and price, as well as availability and sources of financing, upon which the Investor Member
desires to purchase the Company, all outstanding equity of the Company, or otherwise engage in a Sale of the Company (disregarding the
exception for sales to Investor Member in the definition of Sale of the Company) (a “ROFO Proposal”); provided,
however, that for such ROFO Proposal to be valid, (x) such terms must include any Acquiror REIT Protections specified in the ROFO
Notice or such similar terms that are in all material respects no less favorable to the Ryman Parent in the aggregate, and (y) if
the ROFO Notice (13.10) contemplated a Tax-Deferred Sale, the proposed consideration and transaction structure shall include an amount
of common stock of Comcast Parent that is listed on a national securities exchange and registered under Section 12(b) of the
Securities Exchange Act that would result in no greater amount of gain recognition by the RHP Operating Partnership or Ryman Parent, as
applicable, than the gain set forth in the ROFO Notice (13.10). If at the time of making an offer pursuant to this Section 13.10,
Atairos Parent is then a publicly traded company with common stock listed on the NYSE or Nasdaq market, then such consideration may also
include Atairos Parent common stock but only if such offer includes registration rights for Ryman Member equivalent to the registration
rights to be granted by the Company to Investor Member following a Qualified IPO and the shares issuable pursuant to the offer constitute
less than 19.9% of the then-outstanding common stock of Atairos Parent. After receipt of the ROFO Proposal, the Ryman Member will consider
and negotiate in good faith for a minimum of ten (10) Business Days with respect to the ROFO Proposal, provided that, except
as set forth in Section 13.10(c), the Ryman Member may decline the ROFO Proposal after such ten (10) Business Day negotiation
period in its discretion and for any reason and proceed with any action as permitted by this Agreement.


 



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(b)           The
Investor ROFO shall apply if:


 


(i)            the
Ryman Member determines to cause a Qualified IPO; provided that the Investor ROFO will not apply after the occurrence of a consummated
IPO; and


 


(ii)           the
Ryman Member (or its Affiliate) determines to cause a Qualified Spinoff; provided that the Investor ROFO will not apply after the
occurrence of a consummated Qualified Spinoff.


 


(iii)          the
Ryman Member initiates a Sale of the Company to a third party; provided that the Investor ROFO will not apply after the occurrence
of a consummated Sale of the Company.


 


(c)            If
the Investor Member exercises rights under the Investor ROFO under the circumstances of Section 13.10(b)(iii) and delivers
a valid ROFO Proposal in accordance with Section 13.10(a), and the Ryman Member declines the ROFO Proposal, then the Ryman
Member may proceed with the Sale of the Company so long as:


 


(i)            a
binding written agreement with a third party is entered into within one hundred eighty (180) days after the delivery of the ROFO Proposal
and such Sale of the Company is consummated within one hundred twenty (120) days after the entry into of such binding Agreement (i.e.,
if the Ryman Member does not enter into a binding agreement or consummate the Sale of the Company within the time limitations set forth
in the preceding sentence, then the right of the Ryman Member to effect the Sale of the Company pursuant to this Section 13.10
shall terminate and the Ryman Member shall again comply with the procedures set forth in this Section 13.10 with respect to
any proposed Sale of the Company);


 


(ii)           the
value of the cash and non-cash consideration (with the value of non-cash consideration determined in accordance with Section 13.19)
from the third party in the Sale of the Company shall be equal to or exceed ninety-five percent (95%) of the per Unit value of the consideration
in the ROFO Proposal;


 


(iii)          if
the ROFO Notice (13.10) contemplated Acquiror REIT Protections, the Sale of the Company to the third party includes Acquiror REIT Protections
that are materially the same or more favorable to the Ryman Member as those set forth in the ROFO Notice; and


 


(iv)          if
the ROFO Notice (13.10) contemplated a Tax-Deferred Sale, the Sale of the Company to the third party is expected to be a Tax-Deferred
Sale and the proposed consideration and transaction structure includes an amount of Equity Securities that are expected to result in no
materially greater amount of gain recognition by the RHP Operating Partnership or Ryman Parent, as applicable, than the gain set forth
in the ROFO Notice (13.10); provided, however, that such greater amount of gain recognition shall be permitted to the extent that the
Annual Maximum Permitted Amount for the calendar year in which such Sale of the Company occurs (as determined solely by the Ryman Member
in good faith) is greater than the Annual Maximum Permitted Amount specified in the ROFO Notice.


 



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(d)           If
Ryman Member accepts a ROFO Proposal, the Investor Member may designate any of its Permitted Transferees to pay all or a portion of the
consideration payable in respect of the ROFO Proposal; provided that such designation or payment has no adverse consequences for
the Ryman Member or any of its Affiliates and the Investor Member shall remain obligated to consummate the purchase if such designees
fail to do so.


 


Section 13.11     IPO
Shortfall.


 


(a)            In
circumstances specified in this Section 13.11, the Investor Member shall be entitled to the IPO Shortfall on the terms set
forth below. Upon a Qualified IPO that closes on or before the Seventh Anniversary, if the Post IPO Investor Stake Value at the Settlement
Date does not equal or exceed the Minimum Investor Stake Value, then the Investor Member shall be entitled to a one-time payment equal
to the IPO Shortfall. The Ryman Member may at its election pay the IPO Shortfall in cash, Company Equity owned by the Ryman Member, valued
at the VWAP per share for the ninety (90) trading day period ending on the one hundred twentieth (120th) trading day after
the Qualified IPO (the “Calculation Value”), or Ryman Parent Common Stock, valued at the VWAP per share calculated
for the ten (10) trading day period ending on the Business Day that is two (2) days prior to the date of payment. The IPO Shortfall
shall be paid by the Ryman Member to the Investor Member no later than sixty (60) days after the Settlement Date. Rights with respect
to the Minimum Investor Stake Value and the IPO Shortfall will not apply under any circumstances with respect to any IPO that is effected
after the Seventh Anniversary (but shall continue to apply in accordance with its terms with respect to any IPO effected prior to the
Seventh Anniversary).


 


(b)           Defined
Terms.


 


(i)            “Settlement
Date” is the date that is two (2) Business Days after the one hundred twentieth (120th) trading day after the
Qualified IPO, on the principal market on which the Company Equity is listed.


 


(ii)           “Retained
Invested Equity” means the Initial Funding Amount, including, if paid, the Earnout Amount, and the Block 21 Incremental Capital
Contribution, if paid (in each case, as defined in the Investment Agreement), with respect to the Retained Units.


 


(iii)          “Closing
Units” means Units that were originally purchased on the date of this Agreement (as adjusted for any Unit combinations, Unit
splits, or equity dividends, recapitalizations, reclassifications and the like with respect to the Units (including any Corporate Conversion)
and the Earnout Transactions, if applicable).


 



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(iv)          “Retained
Units” means Closing Units retained by the Investor Member at the time of the Qualified IPO, the closing date of a Sale of the
Company (immediately prior to the closing of the Sale of the Company) or the date specified for purposes of any calculation.


 


(v)           “Minimum
Investor Stake Value” means the amount calculated as (a) (i) Retained Invested Equity multiplied by
(ii)(x) 1.4, if calculated with respect to a Qualified IPO that closes on or prior to the Second Anniversary or (y) 1.5,
if calculated with respect to a Qualified IPO that closes after the Second Anniversary and prior to or on the Seventh Anniversary,
and (b) reduced by (i) the amount of any cash distributions made from the Company on the Retained Units prior to
any calculation and (ii) the portion of any proceeds from any prior Transfer (other than to a Permitted Transferee) by the
Investor Member of any Closing Units (including as proceeds any cash distributions to the Investor Member with respect to such
transferred or sold Units) that is in excess of the product of the original purchase price of such Units multiplied by (x) 1.4
if calculated on or prior to the Second Anniversary or (y) 1.5 if calculated after the Second Anniversary (“Excess
Sale Proceeds”). Amounts shall be calculated on a pretax basis. A sample calculation of the Minimum Investor Stake Value,
both prior to and after the Second Anniversary, is attached as Schedule F.


 


(vi)          “Post
IPO Investor Stake Value” means as of the Settlement Date, the sum of the following: (i) the gross proceeds of sales of
Company Retained Equity received by the Investor Member (x) in the Qualified IPO (including pursuant to any option closing), and
(y) from sales made simultaneously with or after the Qualified IPO; provided that for sales described in this clause (y),
the proceeds will be deemed to be the greater of the actual proceeds and the Calculation Value; (ii) the market value of the Investor
Member’s remaining Company Retained Equity calculated as the Calculation Value multiplied by the number of shares held; and (iii) the
fair market value of any Company Retained Equity then owned by the Investor Member that is not of a class that is listed, as mutually
determined in good faith by the Ryman Member and the Investor Member (provided that if the Ryman Member and the Investor Member are unable
to reach agreement, then by independent appraisal by a mutually agreed to investment banker, the fees of which shall be paid by the Company).
A sample calculation of Post IPO Investor Stake Value and IPO Shortfall is attached as Schedule F.


 


(vii)         “IPO
Shortfall” is the amount of any deficit of the Post IPO Investor Stake Value on the Settlement Date below the Minimum Investor
Stake Value; provided that for any IPO effected after the Fourth Anniversary, the maximum amount of the IPO Shortfall shall be
capped at the Payment Cap.


 


(viii)        “Payment
Cap” means the dollar amount that is fifty percent (50%) of the sum of (i) the Initial Funding Amount, including if paid
at the applicable time of determination, the Earnout Amount, and (ii) if paid at the applicable time of determination, the Block
21 Incremental Capital Contribution.


 



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(ix)          “Company
Equity” means equity of the Company or its successor (or Issuer) after an IPO.


 


(x)           “Company
Retained Equity” means Company Equity that comprise, or are the result of conversion or exchange of, Retained Units.


 


(c)           In
the event that the Investor Member exercises the IPO Request Put Right, the Seven-Year Put Right or the Option, all rights under this
Section 13.11 will immediately terminate upon the closing of the applicable transaction.


 


Section 13.12     Sale
Payment upon a Sale of the Company.


 


(a)            In
circumstances specified in this Agreement, the Investor Member shall be entitled to a Sale Payment on the terms set forth below. In
connection with a Sale of the Company the closing of which occurs on or before the Seventh Anniversary, if the value of the Retained
Units as established by the applicable per-Unit transaction consideration from a third party in the Sale of the Company multiplied
by the number of the Retained Units does not equal or exceed the Minimum Investor Sale Value (such deficit, a “Sale
Deficit”), then the Investor Member shall be entitled, at the election of the Ryman Member, to one of the following (a
 “Sale Payment”) in the amount of the Sale Deficit: (i) a cash payment from the Ryman Member; (ii) a
preferential cash distribution from the Company; (iii) shares of Ryman Parent Common Stock valued at the VWAP per share
calculated for the ten (10) trading day period ending on the Business Day that is two (2) Business Days prior to the date
of payment; or (iv) consideration in the same form as is payable by the third party (and at the same per-Unit value) in the
Sale of the Company. With respect to a Sale Transaction that closes after the Fifth Anniversary, notwithstanding the foregoing, the
amount of the Sale Payment shall be capped at the Payment Cap. The Sale Payment shall be paid to the Investor Member as follows:
(A) the portion of the Sale Payment taking the form of the consideration referred to in clauses (ii) and (iv) shall
be paid at the closing of the Sale of the Company and (B) the portion of the Sale Payment taking the form of the consideration
referred to in clauses (i) and (iii) shall be paid no later than sixty (60) days after the closing of the Sale of the
Company. Notwithstanding anything in this Agreement, if the Investor Member has a right to tag along on a Sale of the Company
pursuant to Section 13.3 hereof, the Ryman Member complies with its obligations to notify the Investor Member of its
tag-along rights and the Investor Member does not exercise its right to be a Tagging Member with respect to all of its Membership Interests
(and, for the avoidance of doubt, that of its Permitted Transferees), the Investor Member shall not (and its Permitted Transferees
shall not) be entitled to a Sale Payment with respect to such Sale of the Company on Units not sold in the Sale Transaction, and all
rights pursuant to this Section 13.12 shall immediately terminate upon the closing of the Sale of the Company. A
sample calculation of Minimum Investor Sale Value and Sale Payment is attached as Schedule G, and such amounts shall be
calculated consistently therewith.


 


(i)            “Minimum
Investor Sale Value” means (a) if a Sale of the Company closes prior to the Fifth Anniversary, the greater of (i) the
Retained Invested Equity multiplied by 1.5, or (ii) an amount that would result in a fifteen percent (15%) IRR on the Retained Invested
Equity, or (b) if a Sale of the Company closes on or after the Fifth Anniversary and through the Seventh Anniversary, the Retained
Invested Equity multiplied by 1.5; in each case reduced by any Excess Sale Proceeds and in the case of (a)(i) or (b), reduced by
the amount of any cash distributions made from the Company on the Retained Units prior to any calculation. Amounts shall be calculated
on a pretax basis.


 



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(ii)           “IRR”
means, as of any measurement date, the annual interest rate (compounded annually) which, when used to calculate the net present value
as of the Investment Date (as defined below) of the Investor Member Proceeds received on or prior to such measurement date with respect
to the Retained Units and the net present value as of the Investment Date of the Retained Invested Equity causes the difference between
such net present value amounts to equal zero. For purposes of this IRR calculation, each Investor Member Proceed and each portion of Retained
Invested Equity shall be deemed to have been received or made on the first (1st) day of the calendar month in which such Investor
Member Proceed or portion of Retained Invested Equity is received or made, as applicable. For this purpose, the “Investment Date”
shall mean (i) the date hereof for purposes of determining the IRR in respect of the Initial Funding Amount (other than the Earnout
Amount) and (ii) the applicable date of investment for purposes of determining the IRR in respect of the Earnout Amount and the Block
21 Incremental Capital Contribution (in each case, as defined in the Investment Agreement), if made.


 


(iii)          “Investor
Member Proceeds” means, without duplication, as of any measurement date, all cash (including cash dividends, cash distributions
and cash proceeds) and the value of securities received (on a cumulative basis) by the Investor Member with respect to or in exchange
for Closing Units (whether such payments are received from the Company or any third party) from the date of this Agreement through such
measurement date, in each case calculated on a pre-tax basis.


 


(b)           The
Investor’s rights with respect to the Minimum Investor Sale Value and right to a Sale Payment will not apply under any circumstances
after the Seventh Anniversary. Rights under Section 13.11 and Section 13.12 shall apply only to the first to occur
of a Sale of the Company or a Qualified IPO (and only of the first occurrence of such an event). For avoidance of doubt, only one of an
IPO Shortfall payment or Sale Payment may apply, and not both.


 


(c)           The
following shall apply to Section 13.11 and Section 13.12:


 


(i)            In
the event that the Investor Member exercises an Investor Put Right or the Option, all the Investor Member’s rights under Section 13.11
and Section 13.12 will immediately terminate upon the consummation of such transactions.


 


(ii)           In
the event that the Ryman Member pays all or a portion of the IPO Shortfall in Company Equity, the class of securities comprising such
Company Equity (i) shall be listed on a United States national securities exchange and registered under Section 12(b) of
the Securities Exchange Act, (ii) shall be covered as “registered securities” (or the equivalent) by the registration
rights agreement referred to in Section 13.6(a) in the hands of the Investor Member and (iii) shall not be subject
to any lock-up” or other restriction on Transfer, contractual, legal or otherwise (other than restrictions under applicable state
and federal securities laws and other than an IPO lock-up of the same duration as the listed equity of the Company held by the Investor
Member).


 


(iii)          To
the extent that the Investor Member acquires any Units after the date hereof that are the same class as the Closing Units, and following
such acquisition, the Investor Member Transfers Units of such class, the Units Transferred shall be determined on a “last-in-first-out”
basis, meaning the last Units of such class that were acquired will be deemed to be the first Units sold.


 



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(d)           The
Investor Member’s rights pursuant to Section 13.11 and Section 13.12 shall not survive any Transfer of the
Investor Member’s Units to a third party, and are personal to the Investor Member, but for the avoidance of doubt, shall survive
a Transfer to a Permitted Transferee.


 


(e)            For
the avoidance of doubt, Investor Member’s rights in Section 13.12 do not apply to (or following) a Qualified Spinoff
(whether or not in connection with a sale of equity of Ryman Parent or its hotel business or the sale of substantially all assets of Ryman
Parent or its hotel business to a third party (any of the foregoing, a “Ryman Parent Sale”)), but the Sale Payment
provisions will apply in connection with a Sale of the Company where the Company or its assets are sold to a different third party in
connection with or separate and apart from the Ryman Parent Sale.


 


(f)            For
purposes of calculating the per-Unit transaction consideration from the Sale of the Company that does not consist of cash paid at closing,
(i) the value of any purchase money or other promissory notes, installment sales contracts or other deferred non-contingent consideration
(including installment payments) shall be deemed to be the face amount thereof, discounted to present value using a discount rate of eight
percent (8%); (ii) amounts in escrow (or otherwise held back) shall be excluded, and (iii) consideration received or receivable
in the form of deferred performance payments, “earn-outs” or other contingent payments based upon the occurrence of future
events shall be excluded. In addition, any other non-cash consideration forming all or a portion of the transaction consideration shall
be determined in accordance with Section 13.19 (except that the non-cash consideration referred to in Section 13.19(c) shall
be determined by mutual agreement of the Ryman Member and the Investor Member, but if the Ryman Member and the Investor Member are unable
to reach agreement, then by independent appraisal by a mutually agreed to investment banker, the fees of which shall be paid by the Company).
Notwithstanding the foregoing, when payment is made or released on any such amounts that were valued at zero or excluded pursuant to this
Section 13.12(f) (but, for the avoidance of doubt, not consideration that has been discounted), Ryman Member shall be
entitled to all such payments and amounts until the Sale Payment is recouped in full by Ryman Member.


 


Section 13.13     Investor
IPO Request; IPO Request Put Right.


 


(a)            If
the Company has not closed a Qualified IPO, Sale of the Company or a Qualified Spinoff prior to the Fourth Anniversary, the Investor Member
shall have the right, subject to Section 13.15, to request (the “IPO Request Right”) to the Ryman Member,
by written notice delivered to the Ryman Member within a period of thirty (30) days commencing on the Fourth Anniversary (the “IPO
Request Period”), that the Company undertake a Qualified IPO during the following twelve (12) month period. If the Investor
Member does not timely deliver such notice, the Investor Member’s rights under this Section 13.13 shall terminate at
the close of business on such thirtieth (30th) day commencing on the Fourth Anniversary. If the Investor Member does timely
deliver such notice, then within thirty (30) days of receipt of the Investor Member’s notice, the Ryman Member shall respond in
writing (the “Ryman IPO Response”) indicating whether it will use its reasonable efforts to cause the Company to undertake
a Qualified IPO or declines to do so. If the Ryman Member agrees to use its reasonable efforts to cause the Company to undertake a Qualified
IPO and thereafter causes a Qualified IPO to be effected, then the Investor Member’s rights pursuant to the provisions regarding
the Sale Payment and the IPO Shortfall Payment pursuant to Section 13.11 and Section 13.12 will terminate and
be of no further force and effect (without payment). If the Ryman Member declines to cause the Company to undertake a Qualified IPO, then
for a period of thirty (30) days after the Investor Member’s receipt of the Ryman IPO Response (the “IPO Request Put Window”),
on the terms and subject to the conditions set forth in this Agreement, the Investor Member shall have the right to put all but not less
than all of its Units, free and clear of any Liens (other than Liens incurred by Ryman Parent or its Affiliates or restrictions arising
under applicable securities laws or imposed by this Agreement), to the Ryman Member and cause the Ryman Member to purchase the Units on
the terms of this Section 13.13 (the “IPO Request Put Right”). At any time during the IPO Request Put Window,
the Investor Member may exercise the IPO Request Put Right by delivery of written notice to the Ryman Member (the “IPO Request
Put Exercise Notice”) indicating its election to exercise the IPO Request Put Right. Any exercise will be irrevocable. If the
IPO Request Put Right is not exercised by the Investor Member during the IPO Request Put Window, the IPO Request Put Right shall expire
and be null and void and of no further force and effect.


 



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(b)           Notwithstanding
anything in Section 13.13(a) to the contrary, if the Ryman Member agrees to use its reasonable efforts to cause the
Company to undertake a Qualified IPO pursuant to Section 13.13(a), but a Qualified IPO is not consummated during the IPO
Consummation Period (or, if earlier, the Ryman Member shall have determined to abandon pursuing the Qualified IPO), the Ryman Member
shall be deemed to thereafter have declined to cause the Company to undertake the Qualified IPO. Within ten (10) Business Days
after the expiration of the IPO Consummation Period (or such earlier abandonment), the Ryman Member shall deliver a written notice
(an “IPO Failure Notice”) to the Investor Member indicating that a Qualified IPO has not been consummated within
the IPO Consummation Period and that the Ryman Member has another thirty (30) day period commencing with the Investor
Member’s receipt of the IPO Failure Notice (the “Subsequent IPO Request Put Window”) to exercise the IPO
Request Put Right. At any time during the Subsequent IPO Request Put Window, the Investor Member may exercise the IPO Request Put
Right by delivery of a IPO Request Put Exercise Notice to the Ryman Member indicating its election to exercise the IPO Request Put
Right. Any exercise will be irrevocable. If the IPO Request Put Right is not exercised by the Investor Member during the Subsequent
IPO Request Put Window, the IPO Request Put Right shall expire and be null and void and of no further force and effect. For purposes
hereof, the “IPO Consummation Period” means the twelve (12)-month period commencing on the date of the Ryman IPO
Response; provided that, subject to Section 13.16(e), if an IPO Disruption Event occurs during such twelve
(12)-month period, the IPO Consummation Period shall be extended for an additional twelve (12)-month period.


 


(c)           If
the IPO Request Put Right is timely exercised in accordance with either Section 13.13(a) or Section 13.13(b),
the consideration for the Units to be purchased pursuant to the IPO Request Put Right (“IPO Request Put Price”) shall
be (i) the Retained Invested Equity multiplied by 1.5, reduced by (x) the amount of any cash distributions made from the Company
on the Retained Units prior to any calculation and (y) Excess Sale Proceeds; plus (ii) if the Investor Member purchased Units
for consideration other than the Initial Funding Amount, the Earnout Payment (as defined in the Investment Agreement), or the Block 21
Incremental Capital Contribution (as defined in the Investment Agreement), the Unreturned Subsequent Investment multiplied by the Prorated
Return Multiple; plus (iii) if the IPO Request Put Right is exercised during the Subsequent IPO Request Put Window, interest, if
any, at per annum rate of eight percent (8%), compounded annually, on the sum of the amounts referred to in the foregoing clauses (i) and
(ii) from the date that is twelve (12) months after the date of the Ryman IPO Response until the closing of the IPO Request Put Right.
The IPO Request Put Price shall be paid to Investor Member by the Ryman Member in one or a combination of the following forms at the election
of the Ryman Member in its sole discretion (for any installment): cash or shares of Ryman Parent Common Stock, valued at the VWAP for
the ten (10) trading days ending on the Business Day that is two (2) Business Days prior to the date of the installment payment
(with any fractional share paid in cash).


 



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(d)           The
closing of the IPO Request Put Right shall take place on the later of (i) the first (1st) Business Day of the calendar
quarter immediately following the calendar quarter in which the IPO Request Put Exercise Notice is received by the Ryman Member and (ii) 30
days after the IPO Request Put Exercise Notice is received by the Ryman Member, and shall be documented by an assignment of interest
in the form attached as Exhibit C hereto and Ryman Member shall confirm in writing the dates of the installment payments
to be due from the Ryman Member in accordance with the following sentence. The IPO Request Put Price shall be paid in three equal annual
installments of principal on the Fifth Anniversary, Sixth Anniversary and Seventh Anniversary; provided that interest at the rate
of ten percent (10%) per annum, compounded annually, will accrue on the outstanding amounts and shall be paid at each installment; provided
that if the IPO Request Put Right is exercised during the Subsequent IPO Request Put Window and any of the aforementioned Anniversaries
has already occurred, the installments that would otherwise have been due on such Anniversaries shall be due immediately at the closing
of the IPO Request Put Right. Any amount shall be prepayable at any time without penalty. If the Investor Member exercises rights pursuant
to the IPO Request Put Right, then other rights to purchase or transfer Units under this Agreement and rights to receive any payment
or distribution under this Agreement shall be suspended and not exercisable pending closing of the IPO Request Put Right. A sample calculation
of IPO Request Put Price is attached as Schedule H, and IPO Request Put Price shall be calculated consistently therewith.


 


(ii)           “Unreturned
Subsequent Investment” means the purchase price of Units purchased from the Company other than with the Initial Funding Amount,
the Earnout Payment (as defined in the Investment Agreement), or the Block 21 Incremental Capital Contribution (as defined in the Investment
Agreement), which Units are retained by the Investor Member on the date of calculation (as adjusted for any Unit combinations, Unit splits,
or equity dividends, recapitalizations, reclassifications and the like with respect to the Units (including any Corporate Conversion)).


 


(iii)          “Prorated
Return Multiple” means the sum of (A) 1.0 and (B) 0.5 multiplied by a percentage calculated by dividing (x) the
number of days from the date the Unreturned Subsequent Investment was invested until the date of the calculation, by (y) the number
of days from the date of this Agreement until the date of the calculation.


 



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Section 13.14     Investor
Seven-Year Put Right.


 


(a)           If
the Company has not closed a Qualified IPO, Sale of the Company or a Qualified Spinoff prior to the Seventh Anniversary, then commencing
on the Seventh Anniversary, the Investor Member shall have the rights in this Section 13.14 (the “Seven-Year Put
Right”). The Seven-Year Put Right and the IPO Request Put Right are, collectively, the “Investor Put Rights.”
Upon the closing of a Qualified IPO, Sale of the Company or a Qualified Spinoff before the Seventh Anniversary, this Section 13.14
and the Seven-Year Put Right will immediately terminate. Commencing on the Seventh Anniversary, for a period of thirty (30) days (the
 “Seven-Year Put Window”), on the terms and subject to the conditions set forth in this Agreement, the Investor Member
shall have the right to put all but not less than all of its Units, free and clear of any Liens (other than Liens incurred by Ryman Parent
or its Affiliates or restrictions arising under applicable securities laws or imposed by this Agreement), to the Ryman Member and cause
the Ryman Member to purchase the Units on the terms of this Section 13.14. At any time during the Seven-Year Put Window, the
Investor Member may exercise the Seven-Year Put Right by delivery of written notice to the Company and to the Ryman Member (the “Seven-Year
Put Exercise Notice”) indicating its election to exercise the Seven-Year Put Right (the date of such Seven-Year Exercise Notice,
the “Seven-Year Put Exercise Date.”) Any exercise will be irrevocable. If the Seven-Year Put Right is not exercised
by the Investor Member during the Seven-Year Put Window, the Seven-Year Put Right shall then expire and be null and void and of no further
force and effect.


 


(b)           The
consideration for the Investor Member’s Units in the Seven-Year Put Right shall be fair market value determined as follows on a
per-Unit basis with respect to each class of Units then held by the Investor Member as of the quarter end prior to the date of the Put
Exercise Notice (subject to Section 13.16 below) (“Seven-Year Put Price”): Each of the Investor Member
and the Ryman Member will prepare a pricing proposal describing its assumptions and calculations with respect to the fair market value
of the Company’s equity and the price on a per-Unit basis. The pricing proposal of each party will be delivered to the other party
no later than thirty (30) days after the Ryman Member’s receipt of the Seven-Year Put Exercise Notice. After delivery of the pricing
proposals, the parties will engage in discussions and negotiations for a period of thirty (30) days and attempt to agree on the Seven-Year
Put Price. If the parties agree on the price within the thirty (30)-day period, the price per Unit will be reflected in a document signed
by both parties stating the Seven-Year Put Price. If the parties do not so agree, the Company will engage a nationally recognized investment
banking firm mutually acceptable to the Board, the Ryman Member and the Investor Member to determine the fair market value of the Company
and its equity on a per-Unit basis, within a range of the per-Unit prices proposed by each party in the Pricing Proposals, and such amount
will be the Seven-Year Put Price; each of the Ryman Member and the Investor Member will be provided access to and information from the
investment banking firm, including a final valuation report. Fair market value of the Company and its equity shall be based upon the following
principles: (a) the assumption that there is a willing buyer and a willing seller, neither of which is an Affiliate of the other
and neither of which is under any obligation to sell, with both the buyer and the seller in possession of all material facts, (b) such
determination shall be based on the market conditions prevailing at the time, taking into account all attendant circumstances, (c) such
determination shall disregard any control premium, any discount for lack of control or lack of marketability, or similar discounts and
(d) the consideration will be determined without regard to any of the limitations set forth in Section 13.18 or the tax
status of any Holder or its direct or indirect owners as a REIT or otherwise. The Seven-Year Put Price with respect to each class or series
of Unit, as agreed or determined, multiplied by the number of Units of such class or series held by the Investor Member (“Seven-Year
Put Consideration”) shall be the aggregate consideration to be paid to the Investor Member by the Ryman Member, and shall be
paid in one or a combination of the following forms at the election of the Ryman Member in its sole discretion (for any installment):
cash or shares of Ryman Parent Common Stock, valued at the VWAP for the ten (10) trading days ending two (2) Business Days prior
to the installment payment (with any fractional share paid in cash).


 



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(c)           The
closing of the Seven-Year Put Right shall take place on the later of (i) the first (1st) Business Day of the calendar
quarter immediately following the calendar quarter in which the Seven-Year Put Price is finally determined as set forth above and (ii) thirty
(30) days after the date on which the Seven-Year Put Price is finally determined as set forth above, and shall be documented by an assignment
of membership interest in form of Exhibit C, and Ryman Member shall confirm in writing the dates of the installment payments
to be due from the Ryman Member in accordance with the following sentence. The Seven-Year Put Consideration shall be paid in two equal
installments of principal, subject to prepayment by Ryman at any time, with the first installment paid ninety (90) days after the closing
of the Seven-Year Put Right and the second installment paid no later than the date that is eighteen (18) months after the Seventh Anniversary;
provided that interest at the rate of eight percent (8%) per annum, compounding annually, will accrue from the date of the first
installment payment and shall be paid at the time of the payment of the second installment, paid at the election of Ryman in the form
of cash or Ryman Parent Common Stock as set forth above.


 


(d)            If
the Investor Member exercises rights pursuant to the Seven-Year Put Right, then other rights to purchase or transfer Units under this
Agreement and rights to receive any payment or distribution under this Agreement shall be suspended and not exercisable pending closing
of the Seven-Year Put Right.


 


(e)            In
the event that the Ryman Member pays all or a portion of the Sale Payment, the IPO Shortfall, the IPO Request Put Price or the Seven-Year
Put Consideration in shares of Ryman Parent Common Stock, the following shall apply to Section 13.11, Section 13.12,
Section 13.13 and Section 13.14:


 


(i)            (x) Ryman
Parent shall ensure that such Ryman Parent Common Stock will not be subject to any “lock-up” or other restriction on Transfer,
contractual, legal or otherwise (other than restrictions under applicable state and federal securities laws) and (y) Ryman Parent
shall enter into a registration rights agreement with the Investor Member (or its applicable Affiliate), on customary terms and conditions,
obligating Ryman Parent to file and cause to be effective no later than the applicable payment date a resale registration statement on
Form S-1 or Form S-3, which resale registration statement shall remain effective until such Ryman Parent Common Stock can be
sold by the holders thereof in a single transaction under Rule 144 without volume restrictions or limitations as to manner or timing
of sale;


 


(ii)           Ryman
Parent shall publicly announce such event via a broadly disseminated press release and/or current report on Form 8-K at least ten
(10) days prior to the commencement of the applicable VWAP period used to determine the value of a share of Ryman Parent Common Stock
as of any payment date (including any installment payment), which announcement shall disclose the dollar amount of the payment to be paid
in shares of Ryman Parent Common Stock, the VWAP formula and measurement period by which the number of shares of Ryman Parent Common Stock
to be issued on such payment date shall be calculated; and


 



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(iii)          During
the applicable VWAP period, the Investor Member shall not trade in Ryman Parent Common Stock in a manner that would violate anti-manipulation
provisions of the federal securities laws.


 


Section 13.15     Rights
Terminate; Suspension.


 


(a)           In
the event that the Option is exercised and the Option closes, a Qualified IPO occurs, a Sale of the Company occurs, or a Qualified Spinoff
occurs, all rights under Section 13.13 and Section 13.14 shall immediately terminate. In addition, in the event
the Investor Member receives the Sale Payment or the IPO Shortfall Payment pursuant to Section 13.11 or Section 13.12,
all rights under Section 13.11, Section 13.12, Section 13.13 and Section 13.14 shall immediately
terminate.


 


(b)           If
the Ryman Member and the Company have taken bona fide steps (regardless of whether such steps are made public, and including, as
an example, the engagement of advisors) to effect an IPO that would constitute a Qualified IPO, a Sale of the Company or a Qualified Spinoff
at least three (3) months prior to the commencement of the IPO Request Period and the Ryman Member and the Company are then continuing
to pursue such transaction in good faith, the Ryman Member may deliver the Investor Member written notice thereof prior to the Fourth
Anniversary, in which case the Ryman Member may preempt the Investor Member’s rights under Section 13.13 and defer the
IPO Request Period; provided that upon the earlier of (i) the Fifth Anniversary and (ii) the Ryman Member having determined
to abandon pursuing such transaction, the Ryman Member shall, within ten (10) Business Days after the earlier thereof, deliver a
written notice to the Investor Member indicating that fact and stating that the IPO Request Period that was deferred may now be exercised
during the thirty (30)-day period commencing with the receipt of such notice. Following the delivery of such notice, the provisions of
Section 13.13 shall thereafter apply, on a mutatis mutandis basis, but with the IPO Request Period commencing with
the delivery of such letter instead of on the Fourth Anniversary.


 


Section 13.16     Put
Delay Event.


 


(a)           Subject
to Section 13.16(e), the Investor Member’s rights under the Seven-Year Put Right and the IPO Request Right
(including a right to an installment) are subject to suspension for a Put Delay Event. In the event of a Put Delay Event
(i) that occurs prior to the Seven-Year Put Window or the IPO Request Period (either, a “Pre-Window Put Delay
Event”), the Ryman Member shall have the right to give written notice to the Investor Member (the “Put Delay
Notice”) and thereafter during the Put Delay Period, the Ryman Member may elect to delay the exercise of the IPO Request
Right or the Seven-Year Put Right, (ii) that occurs after the commencement of the IPO Request Period and prior to the Investor
Member exercising the IPO Request Put Right (a “Post-Window Put Delay Event”), the Ryman Member shall have the
right to give written notice to the Investor Member and thereafter during the Put Delay Period and prior to the commencement of the
IPO Request Put Window, the Ryman Member may elect to delay the exercise of the IPO Request Right and (iii) that occurs
after the commencement of the Seven-Year Put Window or the IPO Request Put Window (a “Post-Commencement Put Delay
Event”), the Ryman Member shall have the right to give to the Investor Member the Put Delay Notice, and thereafter
during the Put Delay Period, the Ryman Member may elect to delay payment (including an installment payment due during the Delay
Period) pursuant to the IPO Request Put Right or the Seven-Year Put Right.


 



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(b)           In
the case of delaying the Seven-Year Put Right for a Pre-Window Put Delay Event, if the Seven-Year Put Right is ultimately exercised, the
Seven-Year Put Price will be equal to the greater of (i) the Seven-Year Put Price calculated as of the original exercise period and
(ii) the Seven-Year Put Price calculated after the Seven-Year Put is actually exercised as of the end of the Put Delay Event, in
either case without interest. In the case of delaying the Seven-Year Put Right for a Post-Commencement Put Delay Event, the Seven-Year
Put Price will be equal to the Seven-Year Put Price calculated as of the original exercise period (and, for the avoidance of doubt, the
Seven-Year Put Price will be calculated as of the calendar quarter immediately preceding the delivery of the Seven-Year Put Exercise Notice
and such calculation shall disregard any impact or changes resulting from the subsequent occurrence of the Put Delay Event) plus interest
at per annum rate of eight percent (8%), compounded annually, on the applicable portion of the Seven-Year Put Price from the date on which
the Ryman Member should have paid such portion at either the closing of the Seven-Year Put Right or any installment payment date in the
absence of the Put Delay Period until the date of actual payment of the same.


 


(c)           In
the case of delaying the IPO Request Right for a Pre-Window Put Delay Event or a Post-Window Put Delay Event, the IPO Request Right shall
be available at the end of the Put Delay Period, and if the IPO Request Put Right is ultimately exercised, the IPO Request Put Price will
be equal to the IPO Request Put Price plus interest at a per annum rate of eight percent (8%), compounded annually, on the IPO Request
Put Price from the commencement of the Put Delay until the closing of the IPO Request Put Right.


 


(d)           Upon
the expiration of the Put Delay Period after a Pre-Window Put Delay Event or a Post-Window Put Delay Event, the Ryman Member shall, within
ten (10) Business Days after the expiration thereof, deliver a written notice to the Investor Member indicating that the Put Delay
Period has expired and stating that the IPO Request Right or the Seven-Year Put Right, as applicable, may now be exercised during the
thirty (30)-day period commencing with the receipt of such notice. Following the delivery of such notice, the provisions of Section 13.13
and Section 13.14 shall thereafter apply, on a mutatis mutandis basis, but with the IPO Request Period or Seven-Year
Put Window, as applicable, commencing with the delivery of such letter.


 


(e)           Notwithstanding
anything to the contrary herein, if the Investor Member has exercised the IPO Request Right, the Investor Member shall have the right
to exercise the IPO Request Put Right pursuant to Section 13.13 commencing no later than the Sixth Anniversary (for the avoidance
of doubt, regardless of any Put Delay Event or IPO Disruption Event that has occurred prior to, or is continuing as of, the Sixth Anniversary)
and regardless of whether any delay in exercising the IPO Request Right has occurred pursuant to Section 13.15(b) or
the IPO Consummation Period has otherwise expired.


 



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(f)            For
purposes hereof:


 


(i)            “Put
Delay Event” means, in the case of the IPO Request Put Right, within twelve (12) months prior to the beginning of the IPO Request
Period or the due date of any installment payment relating to the IPO Request Put Price and, in the case of the Seven-Year Put Right,
within twelve (12) months prior to the Seventh Anniversary or the due date of any installment payment of the Seven-Year Put Price, either
of the following shall occur: (1) a Ryman Parent Stock Event, or (2) an Index Event.


 


(ii)           “Put
Delay Period” means in the event of (1) a Ryman Parent Stock Event, a period of twelve (12) months following the last day
of the sixty (60)-day measurement period used to determine such Ryman Parent Stock Event, or (2) an Index Event, a period of twelve
(12) months following the last day of the sixty (60)-day measurement period used to determine such Index Event.


 


(iii)          “Index
Event” means the VWAP for any five (5) consecutive trading day period of the Dow Jones US Hospitality REIT Index (DJUSHL)
is at least thirty percent (30%) lower than the VWAP of the DJUSHL for the sixty (60) consecutive trading day period immediately preceding
the first day of such five (5) consecutive trading day period.


 


(iv)          “Ryman
Parent Stock Event” means in any sixty (60) day period, the occurrence of both (i) the VWAP for Ryman Parent common stock
for five (5) consecutive trading days is at least thirty percent (30%) lower than the VWAP for Ryman Parent common stock for the
sixty (60) consecutive trading day period immediately preceding the first day of such five (5) consecutive trading day period and
(ii) the first occurrence of a business closure or “sheltering-in-place,” or significant capacity limitation affecting
any material property of Ryman Parent and its Subsidiaries that arises from (including due to a Legal Requirement resulting from) (A) a
hurricane, earthquake, flood, tornado or other natural disaster or act of God, (B) fire, arson, acts of war, sabotage, or terrorism
or (C) any epidemic, pandemic or disease, including COVID-19 (but only to the extent that there is a substantial escalation or worsening
of COVID-19 attributable to a variant of COVID-19 first becoming prevalent after the date of this Agreement); where “Legal Requirement”
means any United States, federal, state or local or any foreign law (in each case, statutory, common or otherwise), constitution, treaty,
convention, Order, ordinance, code, rule, statute, regulation (domestic or foreign) or other similar requirement enacted, issued, adopted,
promulgated, entered into or applied by a Governmental Body and “Order” means any order, writ, injunction, decree,
judgment, award, injunction, settlement or stipulation issued, promulgated, made, rendered or entered into by or with any Governmental
Body (in each case, whether temporary, preliminary or permanent).


 


(g)           No
duplicate interests payments will apply where interest is required in Section 13.13 or Section 13.14.


 


Section 13.17     Ryman
Member Right to Assign. The Ryman Member shall have the right to assign its rights and obligations to purchase the Investor Member’s
Units in the Investor Put Rights to a third party designee, provided that any such designee that is not an Affiliate of the Ryman Parent
shall pay in full at the closing of the Investor Put Right in cash, and the Ryman Member shall remain responsible for such designee’s
failure to close the Investor Put Right.


 



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Section 13.18     REIT
Protections. For so long as the Ryman Member or any of its Affiliates holds any Units (i) in no event shall (x) the Ryman
Member be required to Transfer any Units nor (y) the Company or any of its Affiliates take any action (including the filing of any
tax election, any recapitalization or reclassification of any Units or the payment of any distribution), in either case, without the
Ryman Member’s prior written consent to the extent such Transfer or action, as applicable, could reasonably be expected to cause,
in Ryman Parent’s good faith determination based on the advice of counsel, Ryman Parent to fail to satisfy any requirement for
qualification and taxation as a REIT or otherwise subject the Ryman Parent to any Tax liability pursuant to Section 857 of the Code
or any similar provision of law, (ii) neither the Company nor any of its Subsidiaries shall directly or indirectly operate or manage
a lodging facility or health care facility or provide any person with rights to a brand name under which any lodging facility or health
care facility is operated, in each case, within the meaning of Section 856(l) of the Code, and (iii) the Company shall
reasonably cooperate with the Ryman Member with respect to (x) the making of any “taxable REIT subsidiary” election
with respect to the Company or any Subsidiary pursuant to Section 856(l)(1)(B) of the Code and (y) the provision of any
information in the Company’s or any of its Subsidiary’s possession that is reasonably necessary for or relevant to the Ryman
Parent’s status as a REIT.  For the avoidance of doubt, nothing in this Section 13.18 shall limit the Ryman Member’s
or Ryman Parent’s obligations pursuant to Section 13.1, Section 13.3, Section 13.5, Section 13.7,
Section 13.8, Section 13.11, Section 13.12, Section 13.13 and Section 13.14;
provided that, in the case of Section 13.2 and Section 13.10, the Ryman Member shall only be permitted
to avail itself of the provisions of this Section 13.18 to the extent that the Ryman Member cooperates with the Investor
Member in good faith to provide the Investor Member the maximum benefit of such provisions as reasonably practicable under the circumstances.


 


Section 13.19     Valuation
of Securities and Other Non-Cash Consideration. For purposes of valuing any securities to be received as consideration from any third
party pursuant to ‎Section 13.2, Section 13.3 or Section 13.10,
the following shall apply:


 


(a)        If
any such securities are traded on a nationally recognized securities exchange or inter dealer quotation system, the value shall be deemed
to be the average of the closing prices of such securities on such exchange or system over the thirty (30) day period ending three (3) Business
Days prior to the closing of the transaction; provided that for purposes of determining whether the ninety-five percent (95%)
threshold set forth in Section 13.2(d) or Section 13.10(c)(ii) is satisfied, any non-cash consideration
offered shall be determined as of the date the definitive transaction agreement is entered into with the applicable third party;


 


(b)       If
any such securities are traded over the counter, the value shall be deemed to be the average of the closing prices of such securities
over the thirty (30) day period ending three (3) Business Days prior to the closing; and


 


(c)        If
there is no active public market for such securities or other non-cash consideration, the value shall be the fair market value thereof,
as determined in good faith by the Board.


 






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Article XIV

MISCELLANEOUS


 


Section 14.1     Amendment
of Agreement. Subject to Section 7.1(b), this Agreement and the Certificate of Formation may be amended by the Company
with the prior written consent of the Ryman Member and for so long as the Investor Member owns at least ten percent (10%) of the Outstanding
Units, the Investor Member; provided, further, that the Board may amend this Agreement, including Schedule A hereto,
without the approval of any Members in order (a) amend Schedule A to reflect the admission of Substitute Members or new Members;
(b) subject to the foregoing proviso, to reflect the issuance or cancellation of Units, create and/or issue any class or series
of Units, make any adjustments in connection therewith, and fix for each such class or series such voting powers, distinctive designations,
preferences and relative, participating, optional or other special rights and such qualifications (including any rights to Board representation
or the right to participate in the tag-along rights, preemptive rights or other rights granted to Members hereunder that has the effect
of reducing the aggregate amount allocated in such rights to the Members then entitled to such rights), limitations or restrictions thereof,
as shall be stated and expressed in such amendment; provided that for so long as the Investor Member owns at least ten percent
(10%) of the Outstanding Units, no amendments pursuant to this clause (b) shall be permitted which (i) adversely impact the
Investor Member’s governance rights under this Agreement (including Board designation, proportionate Board representation, approval
rights and those other matters set forth in Article VII), (ii) impose any new or additional obligations on the Investor
Member or any of its Permitted Transferees, (iii) adversely affect (either by its terms or its application) in a non-de minimis
manner any of the enumerated rights and entitlements granted to the Investor Member as the “Investor Member” hereunder (as
opposed to those rights generally applicable to all Members) or (iv) amend or modify the terms applicable to the Class B Units
and/or, directly or indirectly, Class B Holders; (c) to satisfy any law or regulatory requirement; and (d) to change the
name of the Company; provided, further, that for so long as the Investor Member owns any Units, any amendment, modification,
waiver or supplement (including, in each case, by merger, consolidation or otherwise) of this Agreement that would reasonably be expected
to materially and disproportionately adversely affect the rights and obligations of the Investor Member relative to the Ryman Member
shall not be effective unless executed by the Investor Member.


 


Section 14.2     Remedies.
Except as otherwise stated herein, no remedy conferred upon any party to this Agreement is intended to be exclusive of any other remedy
herein or by law provided or permitted, but each such remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute.


 


Section 14.3     Waiver.
None of the terms of this Agreement shall be deemed to have been waived by any party hereto, unless such waiver is in writing and signed
by that party. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver
of any other provision of this Agreement or any further breach of the provision so waived.


 


Section 14.4     Notices.
Except as otherwise expressly provided in this Agreement, all notices, requests and other communications (each, a “Notice”)
to any Holder, the Company, the Board or any Manager shall be in writing (including electronic mail) and shall be given (a) if the
recipient is a Holder, to such Holder at the address specified for such Holder on Schedule A or as such Holder shall hereafter
specify for this purpose by Notice to the other Holders, (b) if the recipient is a Manager, to such Manager at the address to which
any Notice to the Member that appointed such Manager would be sent hereunder, and (c) if the recipient is the Company or the Board,
to the Company or the Board, as the case may be, at the addresses to which any Notice to all of the Holders would be sent hereunder.
Each Notice shall be effective (i) if given by electronic mail, at the time such electronic mail is transmitted and the appropriate
confirmation is received (or, if such time is not during business hours on a Business Day, on the next Business Day), or (ii) if
given by personal delivery or any reputable courier service, when delivered at the address specified pursuant to this Section 14.4.


 






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Section 14.5     Entire
Agreement. Except as contemplated by Section 10.4(b), this Agreement, the other agreements among the parties hereto referenced
herein and any other agreements entered into by the Company with a Person concurrent with their admittance as a Member hereunder contain
the entire agreement, and supersede all prior agreements and understandings and arrangements, oral or written, among the parties hereto
with respect to the subject matter hereof.





 


Section 14.6     Conflict
Between this Agreement and Related Agreements. For the avoidance of doubt, and notwithstanding any other provision of this Agreement
to the contrary, no Member who holds only Class B Units shall have any right to receive or review a copy of Schedule A
to this Agreement (except for information on Schedule A that relates solely to such Member) or obtain other information about
the identities of the other Members or the size or nature of their interests in the Company; provided, however, that any
Person may view a copy of Schedule A if the Chief Executive Officer of the Company determines that it is reasonably necessary
for such Person to perform his or her duties in connection with the Company.


 


Section 14.7     Binding
Effect; Third-Party Beneficiaries. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors, heirs, legal representatives and permitted assigns. Except as expressly
set forth herein (including Article VIII hereof), this Agreement is not intended to confer any rights or remedies upon, and
shall not be enforceable by, any Person other than the parties hereto, their respective successors, heirs, legal representatives and
permitted assigns, and the Company.


 


Section 14.8     Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall be ineffective
only to the extent of such unenforceability or invalidity (and for purposes only of such applicable law), and the remaining provisions
of this Agreement shall continue to be binding and in full force and effect.


 


Section 14.9     Headings.
The section and other headings contained in this Agreement are for convenience only and shall not be deemed to limit, characterize or
interpret any provisions of this Agreement.


 


Section 14.10     No
Strict Construction. The parties hereto jointly participated in the negotiation and drafting of this Agreement. The language used
in this Agreement shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent. This Agreement
shall be construed as if drafted jointly by the parties hereto, and no rule of strict construction shall be applied against any
Person.


 






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Section 14.11     Interpretation.
As used in this Agreement, each of the masculine, feminine and neuter genders shall be deemed to import the others whenever the context
so indicates or requires. Terms defined in the singular have a comparable meaning when used in the plural and vice versa. Terms defined
in the present tense shall have a comparable meaning when used in the past or future tense and vice versa. Terms defined as a noun shall
have a comparable meaning when used as an adjective, adverb, or verb and vice versa. Whenever the term “include” or “including”
is used in this Agreement, it shall mean “including, without limitation,” (whether or not such language is specifically set
forth) and shall not be deemed to limit the range of possibilities to those items specifically enumerated. Unless otherwise limited,
the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement
as a whole and not to any particular provision. References to Persons owning a Membership Interest in a particular capacity shall mean
in such Person’s capacity, as such and in no other capacity. The terms “Member,” “Investor Member” and
 “Ryman Member” shall each also mean, if any such Person shall have Transferred any of Units to any of its Permitted Transferees
(or any Permitted Transferee has acquired any Units pursuant to Section 3.5 or Article XIII), such Person and
its Permitted Transferees shall be aggregated together for the purposes of determining the availability of rights under this Agreement),
and any right, obligation or action that may be exercised or taken at the election of such Person may be taken at the election of such
Person and its Permitted Transferees; provided, further, that in the event such Person shall have Transferred
any of its Units to any of its Permitted Transferees (or any Permitted Transferee has acquired any Units pursuant to ‎Section 3.5 or ‎Article XIII) such
Person or, if such Person ceases to hold any Units, its Permitted Transferee with the greatest number of Units (the “Member
Representative”) shall be appointed as the attorney-in-fact to act on behalf of all Permitted Transferees of such
Person, with full power in its, his or her name and on its, his or her behalf to act according to the terms of this Agreement in the
absolute discretion of the Member Representative and in general to do all things and to perform all acts, including, without
limitation, executing and delivering all agreements, waivers, consents, amendments, acknowledgements, certificates, receipts,
instructions and other instruments contemplated by or deemed advisable in connection with this Agreement, and receiving all notices;
and each such Permitted Transferee shall be bound by any and all actions taken by the Member Representative acting on
its, his or her behalf; and the Ryman Member and the Investor Member (as well as the Company) shall be entitled to rely
upon any decision, consent, waiver or other communication or writing given or executed by, and shall be entitled to deal
exclusively with, the Member Representative of such other party’s Permitted Transferees.


 


Section 14.12     Counterparts.
This Agreement may be executed in any number of counterparts, and by facsimile, .pdf or other electronic method, each of which shall
be effective only upon delivery and thereafter shall be deemed to be an original, and all of which shall be taken to be one and the
same instrument with the same effect as if each of the parties hereto had signed the same signature page. This Agreement
shall become effective when, and only when, each party hereto shall have received a counterpart hereof signed by all of the other
parties hereto.


 






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Section 14.13     Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect
to the conflicts of law principles thereof.


 


Section 14.14     Jurisdiction
and Venue. Each party hereto agrees that jurisdiction and venue for any action arising from or relating to this Agreement or the
relationship between the parties, including matters concerning validity, construction, performance, or enforcement, shall be exclusively
brought in the Court of Chancery of the State of Delaware in and for New Castle County or, if the Court of Chancery lacks subject matter
jurisdiction, in another court of the State of Delaware, County of New Castle, or in the United States District Court for the District
of Delaware, (provided, that a final judgment in any such action shall be conclusive and enforced in other jurisdictions) and further
agree that service of process may be made in any matter permitted by law. Each party hereto stipulates and agrees that it is subject
to personal jurisdiction in Delaware and irrevocably waives any objection based on forum non conveniens with respect to any such court,
and irrevocably waives any objection to venue of any such court. This paragraph is intended to fix the location of potential litigation
between the parties and does not create any causes of action or waive any defenses or immunities to suit. EACH OF THE PARTIES HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE AMONG THE MEMBERS
OR THEIR AFFILIATES OR AMONG A MEMBER (OR ITS AFFILIATES) AND THE COMPANY CONCERNING THIS AGREEMENT, THE COMPANY OR ITS ASSETS.


 


Section 14.15     Expenses.
Except as otherwise expressly set forth herein or as determined by the Board, each Holder and the Company shall be responsible for its
costs and expenses in connection with the transactions contemplated hereby.


 


Section 14.16     Specific
Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall
be entitled to seek an injunction or injunctions to prevent any breach or threatened breach of this Agreement and to enforce specifically
the terms and provisions of this Agreement, without the requirement to post a bond or other security, this being in addition to any other
remedy to which they are entitled at law or in equity.


 


Section 14.17     Legal
Counsel. Legal counsel for a Member, a Manager or one of their respective Affiliates may represent the Company in connection with
legal work or issues arising in connection with the Company, including with respect to a financing transaction. Each Member recognizes
and acknowledges that any such counsel will be acting as legal counsel for the Company with respect to each such matter and shall not
be acting as the legal counsel of any individual Member or Manager. Each Member further recognizes and accepts that its interest with
respect to any such matter may be adverse to the interests of the other Members and of the Company. Each Member nevertheless consents
to the representation of the Company by such counsel with respect to each such matter and waives for the benefit of each other Member
and of such counsel any potential or actual conflict of interest between or among such Members and between any such Members and the Company.
Each Member acknowledges that in the event of any future dispute or litigation between or among the Members and/or between any of the
Members and the Managers or the Company, such counsel may continue to represent its Member or Manager client, notwithstanding any such
dispute and its prior representation of the Company.


 






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Section 14.18     Advice
from Independent Legal Counsel; Voluntary Agreement. The Members represent and warrant that (a) each of them is represented
by legal and tax counsel of its choice, (b) each of them has consulted with such counsel regarding this Agreement, (c) each
of them is fully aware of the meaning and the tax and other consequences of the provisions contained herein, (d) except as set forth
herein, each of them has not relied in any way on any representation or other statement made by any other Member or its legal or tax
counsel or by any other Person and (e) each of them has entered into this Agreement voluntarily and without coercion or duress of
any kind.


 


Section 14.19     Ryman
Parent Guarantee; Successors.


 


(a)       Each
of Ryman Parent and RHP Operating Partnership shall cause the Ryman Member and each of its Permitted Transferees to perform and
comply with its obligations hereunder (including, for the avoidance of doubt, if and to the extent that the Ryman Member is required
to cause any controlled Affiliates of Ryman Parent or RHP Operating Partnership to take or not take certain actions
hereunder, causing each such controlled Affiliate to take or not take such actions). In such regard, each of Ryman Parent and RHP
Operating Partnership shall be liable to the same extent as the Ryman Member for any failure of the Ryman Member to perform or
comply with its obligations hereunder; provided that, as between Ryman Parent and RHP Operating Partnership, RHP Operating
Partnership shall be primarily liable for any failure of the Ryman Member to perform or comply with its respective obligations
hereunder; provided that, the foregoing shall not be construed to waive, abridge or diminish any right or remedy which the
Investor Member might have against Ryman Parent.


 


(b)       If
Ryman Parent or any of its successors or assigns (i) consolidates with or merges into any other Person or effects any reorganization,
restructuring or other similar transaction with any other Person, or (ii) transfers or conveys all or substantially all of its properties
and assets to any Person (clauses (i) and (ii), a “Ryman Successor Transaction”), then, and in each such case,
to the extent necessary, proper provision shall be made so that the successor or acquiring entity or, if Ryman Parent is not the ultimate
parent entity resulting therefrom, the ultimate parent entity thereof shall assume the obligations set forth in this Agreement; provided
that, this Section 14.19 shall not require any new ultimate parent entity to assume such obligations in the event that,
in connection with and prior to consummation of a Ryman Successor Transaction, the Company enters into definitive agreements with respect
to a Sale of the Company, IPO or Qualified Spinoff and the provisions of Section 13.11 and Section 13.12
are not applicable in respect of such transaction (or if applicable, the applicable Sale Payment or IPO Shortfall is paid or provided
for prior to the closing of such transaction).


 






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Section 14.20     Atairos
Parent Guarantee. Atairos Parent shall cause the Investor Member and each of its Permitted Transferees to perform and comply with
its obligations hereunder (including, for the avoidance of doubt, if and to the extent that the Investor Member is required to cause
Atairos Parent or other Person to take or not take certain actions hereunder, causing each such Person to take or not take such actions,
or itself taking or not taking such actions). In such regard, Atairos Parent shall be liable to the same extent as the Investor Member
for any failure of the Investor Member to perform or comply with its obligations hereunder.


 


[SIGNATURES APPEAR ON
FOLLOWING PAGE]


 






    - 88 -


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Second Amended and Restated Limited Liability Company Agreement as of the date first above written.


 


	 	COMPANY
	 	 
	 	OEG ATTRACTIONS
    HOLDINGS, LLC
	 	 
	 	By:	                 
	 	Name:
	 	Title:


 


	 	RYMAN MEMBER  

                 

                RHP HOTELS, LLC

	 	 
	 	By:	 
	 	 
	 	Title:









 


	 	INVESTOR MEMBER
	 	 
	 	A-OEG
    HOLDINGS, LLC
	 	 
	 	By:	     
	 	Name:
		Title:


 


	 	RHP
    OPERATING PARTNERSHIP, LP
	 	 
	 	By:
    Its General Partner, RHP PARTNER, LLC
	 	 
	 	By:	        
	 	Name:
	 	Title:


 






    S- 1 


     


    

 


	 	RYMAN
    HOSPITALITY PROPERTIES, INC. 
	 	 
	 	By:	                 
	 	Name:
	 	Title:


 


	 	ATAIROS
    GROUP, INC.
	 	 
	 	By:	                        
	 	Name:
	 	Title:
	 	 	 


 






    S- 2 


     


    

 


SCHEDULE A


 


MEMBERSHIP INTERESTS


 


	Holder
    Name & Address	Number
    and Class of 

Units	 
	 
	Class A
    Member	 	 
	Ryman Member

    RHP Hotels, LLC

    One Gaylord Drive

    Nashville, Tennessee 37214

    Attn: Mark Fioravanti, President

    Email:
    mfioravanti@rymanhp.com

    Cc: Scott Lynn, General Counsel

    slynn@rymanhp.com

     

    Investor Member

    A-OEG Holdings, LLC

    [address]

    Attn: []

    Email:[]

     
	70,000 Class A Units

     

     

     

     

     

    30,000 Class A Units

     

     
	 


 






     


     


    

  


SCHEDULE B


 


INITIAL MANAGERS


 


Initial Managers on the
Board (as per Section 7.2(a)):


 





Ryman Designees:


 


		1.	Colin Reed



 


		2.	Mark Fioravanti



 


		3.	Jennifer Hutcheson



 


		4.	Patrick Chaffin



 


Investor Designees:


 


		1.	Alex Evans



 


		2.	Jackson Phillips



 






     


     


    

 


SCHEDULE C


 


MAJOR DECISIONS


 


The following items (1) through (14) (whether
involving the Company, any Subsidiary), or, where indicated, Circle Media, LLC (f/k/a New Country Ventures, LLC) (“Circle”),
including any Subsidiary of Circle, are major decisions (the “Major Decisions”) requiring both the Ryman Member and
the Investor Member approval to the extent set forth below in the textual provisions at the end of this Schedule C:


 


		(1)	Sales of equity (other than Exempt Securities
                                            or securities as to which the Investor Member and the Ryman Member have Preemptive Rights)
                                            or accepting loans from Members or issuing debt securities to Members other than as expressly
                                            provided for in this Agreement;



 


		(2)	(a) Distributions to Class A
                                            Holders (in their capacities as such) that are not made on a pro rata basis based on the
                                            number of Class A Units held, or (b) redemptions or repurchases of any Equity Securities
                                            of the Company or any of its Subsidiaries, in each case other than (i) redemptions or
                                            repurchases of Equity Securities by or among the Company and its wholly-owned Subsidiaries,
                                            (ii)  repurchases or redemptions of any Units from any Holder of Class B Units
                                            in accordance with the terms of this Agreement, or (iii) repurchases or redemptions
                                            of the Investor Member’s Units as contemplated by Article XIII;



 


		(3)	Creating, obtaining, incurring, assuming,
                                            extending, refinancing or guarantying any indebtedness, including any refinancing of or amendment
                                            to the Company Credit Facility or the Block 21 Loan (each as defined in Schedule D), other
                                            than any indebtedness that is in conformity with the Permitted Financing Terms (it being
                                            understood that Debt-Like Preferred Equity of the Company or any of its Subsidiaries shall
                                            constitute indebtedness for these purposes);



 


		(4)	Other than with respect to a Sale of
                                            the Company, causing or permitting the Company to (i) be merged or consolidated with
                                            any other entity (other than pursuant to Section 13.5) provided this subsection
                                            will not apply to a subsidiary merger not otherwise subject to this Schedule C
                                            in which the Company is the surviving entity and such merger does not result in any issuance,
                                            conversion or exchange of Equity Securities in the Company, (ii) purchase or otherwise
                                            acquire Equity Securities or assets of any Person (whether by merger, purchase of stock,
                                            purchase of assets or otherwise), that has a purchase price (including the assumption of
                                            indebtedness) of greater than $150,000,000 per transaction or series of related transactions
                                            or (iii) effect any sale or other disposition transaction involving the Company and/or
                                            any of its Subsidiaries and/or any of their respective businesses or assets having a value
                                            greater than $150,000,000 per transaction or series of related transactions;



 


		(5)	an Annual Operating Budget that does
                                            not comply with Section 9.3;



 


		(6)	Selection of the Chief Executive Officer
                                            and Chief Financial Officer and the compensation of such persons (if such compensation is
                                            not reflected in the Annual Operating Budget); provided that, in the event that the
                                            Investor Member or the Ryman Member does not approve the first selected candidate with respect
                                            to the Chief Executive Officer and/or the Chief Financial Officer, such Member shall not
                                            unreasonably withhold its consent for any subsequent candidate(s);



 






     


     


    




 


		(7)	Any issuance of Class B Units in
                                            excess of eight percent (8%) of the number of Outstanding Units (as of the date of this Agreement);



 





		(8)	A change to the Company’s U.S.
                                            federal income tax classification;



 


		(9)	The making of any tax election that
                                            could reasonably be expected to have a disproportionately material adverse impact on the
                                            Investor Member based on the assumption that the Investor Member is c-corporation subject
                                            solely to U.S. federal income tax; provided, that (i) no election shall be considered
                                            to have a disproportionate adverse impact on the Investor Member solely on account of Ryman
                                            Parent’s status as a REIT and (ii) the Company shall be permitted (but not required)
                                            to notify the Investor Member of any proposed tax election regardless of whether the Company
                                            or the Ryman Member believes the making of such tax election would be a Major Decision. The
                                            Investor Member shall, within ten (10) days of being notified of any such tax election
                                            and receiving any information available to the Company that is reasonably requested by the
                                            Investor Member for purposes of determining whether the making of such tax election would
                                            be a Major Decision, consent or object to such tax election in writing, with any objection
                                            accompanied by a reasonably detailed written explanation of the Investor Member’s basis
                                            for the making of such tax election being a Major Decision. If the Investor Member fails
                                            to provide the Company with the Investor Member’s consent or objection to such tax
                                            election within such ten (10) day period, the Investor Member shall be deemed to have
                                            consented to such tax election. If the Investor Member objects to the making of any tax election
                                            in accordance with this paragraph (9) and the Ryman Member disputes the Investor Member’s
                                            basis therefor, the parties shall negotiate in good faith to resolve such dispute for five
                                            (5) Business Days and, if such dispute has not been resolved through such negotiation,
                                            the Ryman Member may submit such dispute to the Independent Referee or an arbitrator mutually
                                            agreeable to the Ryman Member and the Investor Member for resolution of whether such tax
                                            election would be a Major Decision, with the dispute mechanism set forth in Section 13.1(b) to
                                            apply, mutatis mutandis.



 


		(10)	Except (i) transactions in the
                                            ordinary course of business with any Portfolio Company in which the Investor Member or any
                                            of its Affiliates has made a debt or equity investment and that are on arm’s-length
                                            terms; or (ii) (A) any Transfer of Equity Securities made in accordance with Article X
                                            or Article XIII, if applicable, (B) any issuance of Equity Securities
                                            after compliance with, to the extent applicable, Section 3.5, (C) any issuance
                                            of debt securities or making of loans to the Company or any of its Subsidiaries, after compliance
                                            with Section 4.1 and item (4) of this Schedule C, and (D) any transaction,
                                            agreement or arrangement contemplated by the terms of the Investment Agreement or the Ancillary
                                            Agreements (as defined in the Investment Agreement) (other than this Agreement), (A) paying
                                            any salary, fees or other amounts to, (B) selling, leasing, transferring or other disposing
                                            of any of its properties or assets to, or (C) purchasing, leasing or otherwise acquiring
                                            any property or assets from, or (D) or entering into or amending any contract with,
                                            any Member or any of its Affiliates involving or having a value in excess of $500,000 (or,
                                            in the case of the foregoing clauses (C) and (D), $500,000 per year) (provided that
                                            the Services Agreement, the Trademark Coexistence Agreement, the Shared Cost Agreement, the
                                            Corporate Office Lease and the Field Shop Lease and the WSM Arrangement (each, as defined
                                            in the Investment Agreement) and an appropriate indemnity to Ryman Parent or its Affiliates
                                            in connection with its or their financing support for the Block 21 loan transaction (in a
                                            form reasonably acceptable to the Investor Member, with such consent not to be unreasonably
                                            withheld or delayed) are approved, and the performance thereof (including the payments required
                                            to be made thereunder) are approved; provided however, that material amendments, modifications
                                            or waivers to such agreements that are not favorable to the Company shall be subject to this
                                            paragraph (10)); provided, further, that, for the avoidance of doubt, any amendment
                                            to the Services Agreement that involves a markup or margin (or that otherwise increases consideration)
                                            that accrues to the benefit of Ryman Parent and its Affiliates shall be subject to this paragraph
                                            (10)) (and provided that transactions involving an amount less than $500,000 (or, in the
                                            case of the foregoing clauses (C) and (D), $500,000 per year) shall be on terms no less
                                            favorable in the aggregate to the Company or its applicable Subsidiary than could be obtained
                                            in an arms-length negotiation, or shall also be subject to approval pursuant to this paragraph
                                            (10);



 






     


     


    

 


		(11)	Amending the Certificate of Formation
                                            in a manner that would be disproportionately adverse to the Investor Member, or amending
                                            the governing documents of any Subsidiary in a manner that would materially affect the Investor
                                            Member (it being understood that administrative modifications such as changes to address
                                            or notice provisions, or other similar modifications, would not constitute a Major Decision
                                            hereunder);



 


		(12)	Causing, effecting, or permitting the
                                            Company, any of the OEG Subsidiaries, or Circle Media, LLC (f/k/a New Country Ventures, LLC)
                                            (“Circle”) or any Subsidiary of Circle, to acquire (i) a license
                                            issued by the FCC that is subject to an ownership restriction under the Federal Communications
                                            Laws; (ii) directly or indirectly, (a) any attributable interest, or (b) any
                                            interest subject to the equity and/or debt plus broadcast attribution rule, under the Federal
                                            Communications Laws in any Person (whether by merger, purchase of stock or other debt or
                                            equity ownership, purchase of assets or otherwise) that holds a license issued by the FCC
                                            that is subject to an ownership restriction under the Federal Communications Laws; or (iii) directly
                                            or indirectly, any ownership interest (whether by merger, purchase of stock, purchase of assets, or otherwise) that
would be subject to a foreign ownership restriction under the Federal Communications Laws;









 


		(13)	Causing, effecting, or permitting Circle
                                            or any Subsidiary of Circle to enter into (i) any time brokerage, local marketing agreement,
                                            joint sales agreement, or other shared services agreement with a television broadcast station;
                                            or (ii) any other agreement with a television broadcast station that would cause Circle,
                                            the Company, Atairos Parent, or any member of the Comcast Group to be attributed with such
                                            television broadcast station under the Federal Communications Laws. For the avoidance of
                                            doubt, the immediately foregoing clause applies to agreements with television broadcast stations
                                            that are inconsistent with the Purpose of Circle Media, LLC, (as defined in Section 2.3(a) of
                                            the Limited Liability Company Agreement of New Country Ventures, LLC, dated April 22,
                                            2019) (“The Service Content (I) will be available on linear multicast or diginet
                                            channels, including pursuant to the Gray Carriage Agreement, and (II) may be available
                                            on SVOD and/or OTT platforms.”); and



 






     


     


    

 


		(14)	Dissolving, terminating or liquidating
                                            the Company (other than following a sale of substantially all the assets in a Sale of the
                                            Company);



 


Approval of any Major Decision may be granted
or withheld in the sole discretion of the Member. Major Decisions in (i) paragraphs (10), (11) and (14) will no longer be subject
to the approval of the Investor Member or the Ryman Member after the date that such Member owns less than five percent (5%) of the Outstanding
Units; (ii) paragraphs (1), (4), (7) and (8), and (9) will no longer be subject to the approval of the Investor Member
or the Ryman Member after the date that such Member owns less than ten percent (10%) of the Outstanding Units; (iii) paragraphs
(3), (5) and (6) will no longer be subject to the approval of the Investor Member or the Ryman Member after the date that such
Member owns less than twenty percent (20%) of the Outstanding Units; and (iv) paragraphs (12) and (13) shall be subject to the approval
of the Investor Member so long as the Investor Member holds any Units. To effectuate the approval rights under paragraphs (12) and (13),
Company shall provide Investor Member written advance notice of and the opportunity to review the material terms of any action or agreement
subject to those rights, and Investor Member shall promptly provide Company with a written explanation of any reasonable basis to withhold
its approval of such action or agreement.


 


Permitted
Financing Terms. With respect to any future financings, for so long as the Ryman Member owns a majority of the Voting Units,
the Ryman Member shall have the right to negotiate on behalf of the Company, subject to the terms below, any future financing of the
Company and its Subsidiaries and may consummate such financing provided that it meets the requirements set forth on Schedule D
(the “Permitted Financing Terms”, such financing a “Permitted Financing”), but subject to the remainder
of this Schedule C. The Ryman Member shall keep the Investor Member reasonably informed on the status and material terms of any
proposed Permitted Financing, and shall deliver to the Investor Member copies of (i) all term sheets that the Company may receive,
and the Company shall not execute any term sheets and/or place any expense deposits prior to confirming to the Investor Member that the
financing contemplated by such term sheets would constitute a Permitted Financing and (ii) all material documents to be entered
into in connection with any such Permitted Financing, and the Company shall not execute any such documents prior to confirming to the
Investor Member that the financing contemplated by such material documents continues to constitute a Permitted Financing. In no event
shall the Investor Member be obligated to provide or otherwise incur any direct or indirect liability in respect of any guaranty of any
Permitted Financing (or other financing or refinancing).


 






     


     


    

 


SCHEDULE D


 


PERMITTED FINANCING TERMS


 


REDACTED


 






     


     


    

 


SCHEDULE E


 


SAMPLE LTM ADJUSTED EBITDAre AND OPTION PRICE


 


REDACTED


 






     


     


    

 


SCHEDULE F


 


SAMPLE MINIMUM INVESTOR STAKE VALUE, POST IPO
INVESTOR STAKE VALUE AND IPO SHORTFALL





 


REDACTED


 






     


     


    

 


SCHEDULE G


 


SAMPLE MINIMUM INVESTOR SALE VALUE AND SALE
PAYMENT


 


REDACTED


 






     


     


    

 


SCHEDULE H


 


SAMPLE IPO REQUEST PUT PRICE


 


REDACTED


 






     


     


    

  


EXHIBIT A


 


JOINDER


 


REDACTED


 






     


     


    

 


EXHIBIT B


 


REGISTRATION RIGHTS


 


REDACTED


 






     


     


    

 


EXHIBIT C


 


ASSIGNMENT OF MEMBERSHIP INTERESTS


 


REDACTED


 






     


     


    

 


EXHIBIT D


 


Services
Agreement


 


REDACTED


 






     


     


    

 


EXHIBIT E


 


Form of
Local Programming and Marketing Agreement


 


REDACTED


 






     


     


    

 


EXHIBIT F


 


Form of
Option Agreement


 


REDACTED


 






     


     


    

 


EXHIBIT G


 


R&W
Policy


 


REDACTED