Amended Sections and Subsections of Article XII. (a) Section 12.01 is amended and restated as follows: Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security may be converted into fully paid and nonassessable shares of Common Stock of MREIC at the Conversion Price in effect at the time of conversion. Such conversion right shall commence on July 31, 2007 and expire at the close of business on the day prior to the date of Maturity. In case a Security or portion thereof is called for redemption at the election of the Company, such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of business on the fifth day (or if such date is not a Business Day, the next succeeding Business Day) immediately preceding the redemption date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right will terminate at the close of business on the date the default is cured and the Securities are redeemed. Effective as of July 31, 2007, the conversion price is $9.16 per share (the "Conversion Price"), and is subject to adjustment in certain instances as provided in this Article XII. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount to be converted by the Conversion Price in effect on the conversion date. Notwithstanding the foregoing, no Holder may convert any Security if, as a result of such conversion, such Holder would then be deemed to own, directly or indirectly, more than 9.8% of the Common Stock of MREIC. Any attempted conversion in violation of this limitation will be null and void ab initio, and the Holder will acquire no rights or economic interests in such Common Stock. Each Security issued after July 31, 2007 may bear a legend setting forth this limitation.
