Common use of Conversion Upon a Change of Control Clause in Contracts

Conversion Upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000% Series B Participating Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B Participating Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B Participating Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the amount pursuant to this clause (1)(z) shall equal $0.00 in respect of such distribution payment date to be made on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment date, to the holder of record of the 5.000% Series B Participating Preferred Units to be converted as of 5:00 P.M. New York time, on such record date), by (2) the Class A Share Price, and (B) the Share Cap. ii. Notice of occurrence of the Change of Control shall be consistent with the notice procedures set forth in Section 11(b)(ii) of the Articles Supplementary. iii. Exercise of the Change of Control Conversion Right shall be consistent with the procedures set forth in Sections 11(b)(iv) and (v) of the Articles Supplementary. iv. No fractional Class A Units shall be issued upon conversion of the 5.000% Series B Participating Preferred Units. In lieu of fractional units, holders of the 5.000% Series B Participating Preferred Units shall be entitled to receive the cash value of such fractional units based on the Class A Unit Price. v. The Partnership will deliver all Class A Units (including, without limitation, cash in lieu of fractional Class A Units) and any other property owing upon conversion no later than the 4th business day following the Change of Control Conversion Date.

Conversion Upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000% Series B A Participating Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B A Participating Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B A Participating Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the amount pursuant to this clause (1)(z) shall equal $0.00 in respect of such distribution payment date to be made on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment date, to the holder of record of the 5.000% Series B A Participating Preferred Units to be converted as of 5:00 P.M. New York time, on such record date), by (2) the Class A Share Price, and (B) the Share Cap. ii. Notice of occurrence of the Change of Control shall be consistent with the notice procedures set forth in Section 11(b)(ii) of the Articles Supplementary. iii. Exercise of the Change of Control Conversion Right shall be consistent with the procedures set forth in Sections 11(b)(iv) and (v) of the Articles Supplementary. iv. No fractional Class A Units shall be issued upon conversion of the 5.000% Series B A Participating Preferred Units. In lieu of fractional units, holders of the 5.000% Series B A Participating Preferred Units shall be entitled to receive the cash value of such fractional units based on the Class A Unit Price. v. The Partnership will deliver all Class A Units (including, without limitation, cash in lieu of fractional Class A Units) and any other property owing upon conversion no later than the 4th business day following the Change of Control Conversion Date.

Conversion Upon a Change of Control. i. Upon If prior to the occurrence Loan Maturity Date, there is a Change of a Control and this Convertible Note has not previously converted in full, at the option of the Holder, the Holder may, during the 30-day notice period set forth below in this Section 5(b), elect by written notice to the Company specifying the applicable Conversion Amount (which for purposes of this Section 5(b) shall be less any interest on the principal being converted that accrues after the date of notice from the Company concerning the Change of Control, each holder through the date of the 5.000% Series B Participating Preferred Units shall Holder’s election to convert, not to exceed thirty days) to have this Convertible Note converted or repaid. In the right event the Holder elects to have this Convertible Note so converted (the “Change of Control Conversion Right”or it is automatically converted as provided below in this Section 5(b)), subject to the Special Redemption Right Conversion Amount shall be converted into such number of shares of Common Stock of the Partnership, to convert some or all of the 5.000% Series B Participating Preferred Units held Company obtained by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B Participating Preferred Unit equal to the lesser of dividing (A) the quotient obtained Conversion Amount by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the amount pursuant to this clause (1)(z) shall equal $0.00 in respect of such distribution payment date to be made on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment date, to the holder of record of the 5.000% Series B Participating Preferred Units to be converted as of 5:00 P.M. New York time, on such record date), by (2) the Class A Share Price, and (B) the Share Cap. iiConversion Price, rounded down to the nearest whole share. Notice In the event that the Holder does not make an election within thirty (30) days of occurrence receipt of written notice by the Company, this Convertible Note shall be repaid or automatically converted, based upon which alternative would result in the greater amount of consideration payable to the Holder at the closing of the Change of Control shall (net of escrow and any earn-out or similar provision in the definitive documents by which such Change of Control is consummated), as determined by the Company’s board of directors, in good faith. As a condition precedent (which may be consistent with waived by the notice procedures set forth Company) to conversion of this Convertible Note as provided for in this Section 11(b)(ii) of 5(b), Holder hereby agrees to execute and deliver to the Articles Supplementary. iii. Exercise of Company all transaction documents related to the Change of Control Conversion Right shall be consistent with Control, having the procedures set forth in Sections 11(b)(iv) same terms and (v) conditions as those agreements entered into by holders of Common Stock of the Articles Supplementary. ivCompany in connection with such Change of Control. No fractional Class A Units shall Notwithstanding the foregoing, Holder will not be issued upon conversion required to (w) make any representations or warranties materially different than those made by the Company’s other equity security holders, (x) become a party to any non- competition, non-solicitation, or non-disparagement provision or agreement, (y) participate in any indemnification, holdback, escrow or other obligation that does not cap Holder’s aggregate potential liability (excluding liability for fraud) to an amount no greater than the consideration Holder actually receives in the transaction (including any consideration allocated to any holdback or escrow) giving rise to such Change of Control, or (z) provides for anything other than Holder’s several liability (and not joint or joint and several liability) as to claims by the purchaser or acquirer of the 5.000% Series B Participating Preferred Units. In lieu of fractional unitsCompany’s equity securities or assets, holders of the 5.000% Series B Participating Preferred Units shall be entitled to receive the cash value of such fractional units or successor by merger (excluding claims based on fraud by the Class A Unit PriceHolder). For avoidance of doubt, this Section 5(b) shall not apply in the case of a SPAC Transaction and shall no longer be applicable at any time after the occurrence of a SPAC Transaction. v. The Partnership will deliver all Class A Units (including, without limitation, cash in lieu of fractional Class A Units) and any other property owing upon conversion no later than the 4th business day following the Change of Control Conversion Date.

Conversion Upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.0005.500% Series B C Participating Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.0005.500% Series B C Participating Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.0005.500% Series B C Participating Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the amount pursuant to this clause (1)(z) shall equal $0.00 in respect of such distribution payment date to be made on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment date, to the holder of record of the 5.0005.500% Series B C Participating Preferred Units to be converted as of 5:00 P.M. New York time, on such record date), by (2) the Class A Share Price, and (B) the Share Cap. ii. Notice of occurrence of the Change of Control shall be consistent with the notice procedures set forth in Section 11(b)(ii) of the Articles Supplementary. iii. Exercise of the Change of Control Conversion Right shall be consistent with the procedures set forth in Sections 11(b)(iv) and (v) of the Articles Supplementary. iv. No fractional Class A Units shall be issued upon conversion of the 5.0005.500% Series B C Participating Preferred Units. In lieu of fractional units, holders of the 5.0005.500% Series B C Participating Preferred Units shall be entitled to receive the cash value of such fractional units based on the Class A Unit Price. v. The Partnership will deliver all Class A Units (including, without limitation, cash in lieu of fractional Class A Units) and any other property owing upon conversion no later than the 4th business day following the Change of Control Conversion Date.

Conversion Upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000% Series B Participating H Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B Participating H Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B Participating H Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such unless the Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the no additional amount pursuant to for such accrued and unpaid distribution will be included in this clause (1)(z) shall equal $0.00 in respect of sum and such declared distribution payment date to will instead be made paid, on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment dateDate, to the holder of record of the 5.000% Series B Participating H Preferred Units to be converted as of 5:00 P.M. New York time, on such record dateDistribution Record Date), by (2) the Class A Share Price, and (B) the Share Cap. ii. Notice of occurrence of the Change of Control shall be consistent with the notice procedures set forth in Section 11(b)(iiparagraph 10(a)(ii) of the Articles Supplementary. iii. Exercise of the Change of Control Conversion Right shall be consistent with the procedures set forth in Sections 11(b)(ivparagraphs 10(a)(iv) and (v) of the Articles Supplementary. iv. No fractional Class A Units shall be issued upon conversion of the 5.000% Series B Participating H Preferred Units. In lieu of fractional units, holders of the 5.000% Series B Participating H Preferred Units shall be entitled to receive the cash value of such fractional units based on the Class A Unit Price. v. The Partnership will deliver all Class A Units (including, without limitation, cash in lieu of fractional Class A Units) and any other property owing upon conversion no later than the 4th business day fourth (4th) Business Day following the Change of Control Conversion Date.

Conversion Upon a Change of Control. i. The Series C Preferred Stock is not convertible into or exchangeable for any other property or securities of the Company, except as provided in this Section 8. (a) Upon the occurrence of a Change of Control, each holder of the 5.000% Series B Participating C Preferred Units Stock shall have the right right, unless, prior to the Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem the Series C Preferred Stock pursuant to the Regular Redemption Right or Special Redemption Right, to convert some or all of the shares of Series C Preferred Stock held by such holder (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B Participating Preferred Units held by such holder ) on the relevant Change of Control Conversion Date (as defined herein) into a number of Class A Units shares of Common Stock per 5.000% share of Series B Participating C Preferred Unit Stock to be converted (the “Common Stock Conversion Consideration”) equal to the lesser of (Ai) the quotient obtained by dividing (1A) the sum of (x) the Initial Liquidation Preference$25.00, plus (y) the HPA Amount for the relevant period (if positive), plus (z) an amount equal to any accrued accumulated and unpaid distributions thereon dividends (whether or not declared) to, but excludingnot including, the Change of Control Conversion Date, Date (as defined herein) except if such Change of Control Conversion Date is after a Distribution Record Date record date for a Series C Preferred Unit Distribution Payment Date for which distributions have been declared Stock dividend payment and prior to the corresponding Preferred Unit Distribution Series C Dividend Payment Date, in which case the amount pursuant to this clause (1)(zA)(y) shall equal $0.00 in respect of such distribution dividend payment date to be made on such Preferred Unit Distribution Series C Dividend Payment Date and such declared distribution shall instead be paid, on such distribution payment date, to the holder of record of the 5.000% Series B Participating Preferred Units to be converted as of 5:00 P.M. New York time, on such record date)Date, by (2) the Class A Share Price, and (B) the Common Stock Price (such quotient, the “Conversion Rate”), and (ii) 0.6389035 (the “Share Cap. ii”), subject to the immediately succeeding paragraph. Notice The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a Common Stock dividend), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Stock as follows: the adjusted Share Cap as the result of occurrence of the Change of Control a Share Split shall be consistent the number of shares of Common Stock that is equivalent to the product of (i) the Share Cap in effect immediately prior to such Share Split multiplied by (ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split. For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock (or equivalent Alternative Conversion Consideration (as defined below)) issuable in connection with the notice procedures set forth in Section 11(b)(ii) of the Articles Supplementary. iii. Exercise exercise of the Change of Control Conversion Right shall be consistent not exceed 5,143,174 shares of Common Stock (or equivalent Alternative Conversion Consideration, as applicable) (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits with respect to Common Stock as follows: The adjusted Exchange Cap as the procedures set forth in Sections 11(b)(iv) and (v) result of the Articles Supplementary. iv. No fractional Class A Units a Share Split shall be issued upon conversion the number of shares of Common Stock that is equivalent to the 5.000% Series B Participating Preferred Unitsproduct of (i) the Exchange Cap in effect immediately prior to such Share Split multiplied by (ii) a fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split. In lieu the case of fractional units, a Change of Control as a result of which holders of Common Stock are entitled to receive consideration other than solely shares of Common Stock, including other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for shares of Common Stock (the 5.000% “Alternative Form Consideration”), a holder of Series B Participating C Preferred Units Stock shall be entitled thereafter to receive the cash value of such fractional units based on the Class A Unit Price. v. The Partnership will deliver all Class A Units convert (includingunless, without limitation, cash in lieu of fractional Class A Units) and any other property owing upon conversion no later than the 4th business day following prior to the Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem the Series C Preferred Stock pursuant to the Regular Redemption Right or Special Redemption Right) such Series C Preferred Stock not into Common Stock but solely into the kind and amount of Alternative Form Consideration which the holder of Series C Preferred Stock would have owned or been entitled to receive upon such Change of Control as if such holder of Series C Preferred Stock then held the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration”; and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, shall be referred to herein as the “Conversion Consideration”). If the holders of Common Stock have the opportunity to elect the form of consideration to be received in such Change of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by holders of a majority of the Common Stock that voted for such an election (if electing between two types of consideration) or holders of a plurality of the Common Stock that voted for such an election (if electing between more than two types of consideration), as the case may be, and will be subject to any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the Change of Control.

Conversion Upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000[ ]% Series B C Participating Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000[ ]% Series B C Participating Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000[ ]% Series B C Participating Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the amount pursuant to this clause (1)(z) shall equal $0.00 in respect of such distribution payment date to be made on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment date, to the holder of record of the 5.000[ ]% Series B C Participating Preferred Units to be converted as of 5:00 P.M. New York time, on such record date), by (2) the Class A Share Price, and (B) the Share Cap. ii. Notice of occurrence of the Change of Control shall be consistent with the notice procedures set forth in Section 11(b)(ii) of the Articles Supplementary. iii. Exercise of the Change of Control Conversion Right shall be consistent with the procedures set forth in Sections 11(b)(iv) and (v) of the Articles Supplementary. iv. No fractional Class A Units shall be issued upon conversion of the 5.000[ ]% Series B C Participating Preferred Units. In lieu of fractional units, holders of the 5.000[ ]% Series B C Participating Preferred Units shall be entitled to receive the cash value of such fractional units based on the Class A Unit Price. v. The Partnership will deliver all Class A Units (including, without limitation, cash in lieu of fractional Class A Units) and any other property owing upon conversion no later than the 4th business day following the Change of Control Conversion Date.

Conversion Upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000% Series B Participating E Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B Participating E Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B Participating E Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such unless the Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the no additional amount pursuant to for such accrued and unpaid distribution will be included in this clause (1)(z) shall equal $0.00 in respect of sum and such declared distribution payment date to will instead be made paid, on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment dateDate, to the holder of record of the 5.000% Series B Participating E Preferred Units to be converted as of 5:00 P.M. New York time, on such record dateDistribution Record Date), by (2) the Class A Share Price, and (B) the Share Cap. ii. Notice of occurrence of the Change of Control shall be consistent with the notice procedures set forth in Section 11(b)(iiparagraph 10(a)(ii) of the Articles Supplementary. iii. Exercise of the Change of Control Conversion Right shall be consistent with the procedures set forth in Sections 11(b)(ivparagraphs 10(a)(iv) and (v) of the Articles Supplementary. iv. No fractional Class A Units shall be issued upon conversion of the 5.000% Series B Participating E Preferred Units. In lieu of fractional units, holders of the 5.000% Series B Participating E Preferred Units shall be entitled to receive the cash value of such fractional units based on the Class A Unit Price. v. The Partnership will deliver all Class A Units (including, without limitation, cash in lieu of fractional Class A Units) and any other property owing upon conversion no later than the 4th business day fourth (4th) Business Day following the Change of Control Conversion Date.

Conversion Upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000% Series B Participating F Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B Participating F Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B Participating F Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such unless the Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the no additional amount pursuant to for such accrued and unpaid distribution will be included in this clause (1)(z) shall equal $0.00 in respect of sum and such declared distribution payment date to will instead be made paid, on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment dateDate, to the holder of record of the 5.000% Series B Participating F Preferred Units to be converted as of 5:00 P.M. New York time, on such record dateDistribution Record Date), by (2) the Class A Share Price, and (B) the Share Cap. ii. Notice of occurrence of the Change of Control shall be consistent with the notice procedures set forth in Section 11(b)(iiparagraph 10(a)(ii) of the Articles Supplementary. iii. Exercise of the Change of Control Conversion Right shall be consistent with the procedures set forth in Sections 11(b)(ivparagraphs 10(a)(iv) and (v) of the Articles Supplementary. iv. No fractional Class A Units shall be issued upon conversion of the 5.000% Series B Participating F Preferred Units. In lieu of fractional units, holders of the 5.000% Series B Participating F Preferred Units shall be entitled to receive the cash value of such fractional units based on the Class A Unit Price. v. The Partnership will deliver all Class A Units (including, without limitation, cash in lieu of fractional Class A Units) and any other property owing upon conversion no later than the 4th business day fourth (4th) Business Day following the Change of Control Conversion Date.

Conversion Upon a Change of Control. i. Upon If prior to the occurrence Loan Maturity Date, there is a Change of a Control and this Convertible Note has not previously converted in full, at the option of the Holder, the Holder may, during the 30-day notice period set forth below in this Section 5(b), elect by written notice to the Company specifying the applicable Conversion Amount (which for purposes of this Section 5(b) shall be less any interest on the principal being converted that accrues after the date of notice from the Company concerning the Change of Control, each holder through the date of the 5.000% Series B Participating Preferred Units shall Holder’s election to convert, not to exceed thirty days) to have this Convertible Note converted or repaid. In the right event the Holder elects to have this Convertible Note so converted (the “Change of Control Conversion Right”or it is automatically converted as provided below in this Section 5(b)), subject to the Special Redemption Right Conversion Amount shall be converted into such number of shares of Common Stock of the Partnership, to convert some or all of the 5.000% Series B Participating Preferred Units held Company obtained by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B Participating Preferred Unit equal to the lesser of dividing (A) the quotient obtained Conversion Amount by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the amount pursuant to this clause (1)(z) shall equal $0.00 in respect of such distribution payment date to be made on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment date, to the holder of record of the 5.000% Series B Participating Preferred Units to be converted as of 5:00 P.M. New York time, on such record date), by (2) the Class A Share Price, and (B) the Share Cap. iiConversion Price, rounded down to the nearest whole share. Notice In the event that the Holder does not make an election within thirty (30) days of occurrence receipt of written notice by the Company, this Convertible Note shall be repaid or automatically converted, based upon which alternative would result in the greater amount of consideration payable to the Holder at the closing of the Change of Control shall (net of escrow and any earn-out or similar provision in the definitive documents by which such Change of Control is consummated), as determined by the Company’s board of directors, in good faith. As a condition precedent (which may be consistent with waived by the notice procedures set forth Company) to conversion of this Convertible Note as provided for in this Section 11(b)(ii) of 5(b), Holder hereby agrees to execute and deliver to the Articles Supplementary. iii. Exercise of Company all transaction documents related to the Change of Control Conversion Right shall be consistent with Control, having the procedures set forth in Sections 11(b)(iv) same terms and (v) conditions as those agreements entered into by holders of Common Stock of the Articles Supplementary. ivCompany in connection with such Change of Control. No fractional Class A Units shall Notwithstanding the foregoing, Holder will not be issued upon conversion required to (w) make any representations or warranties materially different than those made by the Company’s other equity security holders, (x) become a party to any non-competition, non-solicitation, or non-disparagement provision or agreement, (y) participate in any indemnification, holdback, escrow or other obligation that does not cap Holder’s aggregate potential liability (excluding liability for fraud) to an amount no greater than the consideration Holder actually receives in the transaction (including any consideration allocated to any holdback or escrow) giving rise to such Change of Control, or (z) provides for anything other than Holder’s several liability (and not joint or joint and several liability) as to claims by the purchaser or acquirer of the 5.000% Series B Participating Preferred Units. In lieu of fractional unitsCompany’s equity securities or assets, holders of the 5.000% Series B Participating Preferred Units shall be entitled to receive the cash value of such fractional units or successor by merger (excluding claims based on fraud by the Class A Unit PriceHolder). For avoidance of doubt, this Section 5(b) shall not apply in the case of a SPAC Transaction and shall no longer be applicable at any time after the occurrence of a SPAC Transaction. v. The Partnership will deliver all Class A Units (including, without limitation, cash in lieu of fractional Class A Units) and any other property owing upon conversion no later than the 4th business day following the Change of Control Conversion Date.

Conversion Upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000% Series B Participating G Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B Participating G Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B Participating G Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such unless the Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the no additional amount pursuant to for such accrued and unpaid distribution will be included in this clause (1)(z) shall equal $0.00 in respect of sum and such declared distribution payment date to will instead be made paid, on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment dateDate, to the holder of record of the 5.000% Series B Participating G Preferred Units to be converted as of 5:00 P.M. New York time, on such record dateDistribution Record Date), by (2) the Class A Share Price, and (B) the Share Cap. ii. Notice of occurrence of the Change of Control shall be consistent with the notice procedures set forth in Section 11(b)(iiparagraph 10(a)(ii) of the Articles Supplementary. iii. Exercise of the Change of Control Conversion Right shall be consistent with the procedures set forth in Sections 11(b)(ivparagraphs 10(a)(iv) and (v) of the Articles Supplementary. iv. No fractional Class A Units shall be issued upon conversion of the 5.000% Series B Participating G Preferred Units. In lieu of fractional units, holders of the 5.000% Series B Participating G Preferred Units shall be entitled to receive the cash value of such fractional units based on the Class A Unit Price. v. The Partnership will deliver all Class A Units (including, without limitation, cash in lieu of fractional Class A Units) and any other property owing upon conversion no later than the 4th business day fourth (4th) Business Day following the Change of Control Conversion Date.

Conversion Upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000% Series B Participating D Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B Participating D Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B Participating D Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such unless the Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the no additional amount pursuant to for such accrued and unpaid distribution will be included in this clause (1)(z) shall equal $0.00 in respect of sum and such declared distribution payment date to will instead be made paid, on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment dateDate, to the holder of record of the 5.000% Series B Participating D Preferred Units to be converted as of 5:00 P.M. New York time, on such record dateDistribution Record Date), by (2) the Class A Share Price, and (B) the Share Cap. ii. Notice of occurrence of the Change of Control shall be consistent with the notice procedures set forth in Section 11(b)(iiparagraph 10(a)(ii) of the Articles Supplementary. iii. Exercise of the Change of Control Conversion Right shall be consistent with the procedures set forth in Sections 11(b)(ivparagraphs 10(a)(iv) and (v) of the Articles Supplementary. iv. No fractional Class A Units shall be issued upon conversion of the 5.000% Series B Participating D Preferred Units. In lieu of fractional units, holders of the 5.000% Series B Participating D Preferred Units shall be entitled to receive the cash value of such fractional units based on the Class A Unit Price. v. The Partnership will deliver all Class A Units (including, without limitation, cash in lieu of fractional Class A Units) and any other property owing upon conversion no later than the 4th business day fourth (4th) Business Day following the Change of Control Conversion Date.