Common use of Put Right Clause in Contracts

Put Right. (a) At any time after February 28, 2015, if the Property has not been sold (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge shall have the right to deliver to BEMT a notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, (i) appraisal (by a national appraiser, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from the date of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale Notice.

Put Right. (a) At any time Subject to obtaining shareholder approval pursuant to Nasdaq Marketplace Rules as described below, each holder of Series E Preferred Stock will have the right (a “Put Right”), exercised by notice delivered by such holder to the Corporation on or after February 28March 16, 20152021 (a “Put Right Notice”), to require the Corporation to redeem all, but not less than all, of such holder’s then outstanding Series E Preferred Stock at a value per share of at 130% of the Liquidation Preference plus accrued and unpaid dividends on a date specified in the Put Right Notice (a “Put Right Exercise Date”); provided, however, that a Put Right Exercise Date may not be less than 30 calendar days after the date on which a Put Right Notice is delivered to the Corporation. If a Put Right Exercise Date is not specified, or is less than 30 calendar days after the delivery of the Put Right Notice, the Put Right Notice shall be effective on the 30th calendar day (or if such day is not a Business Day, the Property has not been sold (which shall mean next Business Day) following the Property has been conveyed delivery of the Put Right Notice. Any redemption pursuant to a sales agreement Put Right shall be in cash or Common Stock at the election of the Corporation. If in connection with the exercise of a Put Right the Corporation elects to a third party, and proceeds distributed in accordance redeem the Series E Preferred Stock with Section 2 hereof)Common Stock, then Stonehenge the number of shares of Common Stock issued shall have the right to deliver to BEMT a notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as be determined by either, dividing (i) appraisal the sum of (a) 130% of the aggregate Liquidation Preference of the shares of Series E Preferred Stock to be redeemed and (b) any accrued and unpaid dividends with respect to such shares of Series E Preferred Stock through the redemption by a national appraiser, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions market value of the Common Stock. The market value (rendered by less than three national commercial real estate brokers with a presence in per share of the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest Common Stock payment (the “Forced Sale Purchase PricePut Right Common Stock Market Value”). Following receipt ) shall be the greater of a Forced Sale (a) the weighted market sale price average of the Common Stock for the 30 trading days (or such longer trading period as required to have at least 5 trading days on which trades occurred) preceding the Put Right Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest and (b) if the shareholder described in Section 10(b) is obtained, $0.75 (appropriately adjusted in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to same manner as the Forced Sale Purchase Conversion Price no later than ninety (90) days from the date of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing9). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale Notice.

Put Right. (a) At In the event Optionee's employment by the Corporation is terminated for any time after February 28reason whatsoever, 2015whether voluntarily, if the Property has not been sold (which shall mean the Property has been conveyed pursuant to a sales agreement to a third partyinvoluntarily, and proceeds distributed in accordance with Section 2 hereof)cause or without cause, then Stonehenge shall have the right to deliver to BEMT a notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT Optionee shall, for a price equal to fair market value, as determined by either, (i) appraisal (by a national appraiser, licensed in the State period of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from thereafter, have the right to require the Corporation to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time mutually acceptable to Corporation and Optionee, but in no event later than thirty (30) days following the date of the Forced Sale Notice Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the “Forced Sale Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date”"). Stonehenge The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall cooperate with BEMT accrue interest at a rate equal to procure the consent prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any lender secured by successor publication. Notwithstanding the Property (a “Secured Lender”) Corporation's foregoing obligation to any transfer redeem Optionee's Common Stock, if the funds of the Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 13 and (ii) effectuate 4 on any Redemption Date, those funds which are legally available for the release Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the Guaranty and the LOC. In connection therewithshares required to be redeemed on any such Redemption Date, Bluerock Residential Holdings, LP, a Delaware limited partnershipbut not redeemed, shall offer itself as a replacement Guarantor or, be added to the extent unacceptable number of shares required to Secured Lender, BEMT be redeemed on the next following Redemption Date and shall be obligated to provide an alternative replacement guarantorredeemed on that date, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale Noticeprovisions of this Section 4.

Put Right. (a) At any time From and after February 28, 2015, if the Property has not been sold date that is the first anniversary of the Closing Date (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof“Redemption Date”), then Stonehenge Sellers’ Representative shall have the right (the “SR Put Right”) to deliver require Parent to BEMT pay to the Sellers’ Representative (for distribution to the Sellers (and to the extent applicable, management of the Company pursuant to the Management Bonus Plan) in accordance with the methodology set forth on Exhibit C), in respect of any or all of the Stock Consideration (except those shares of Stock Consideration that have been registered in an SFX Qualified IPO, registered in a Resale Registration, or are eligible for resale under Rule 144 as of such date) held in the Stock Escrow Account and/or the Indemnity Escrow Account, respectively, as specified by the Sellers’ Representative in a written notice (a “Forced Sale Seller Notice”) stating that Stonehenge wishes delivered to sell its Co-Tenancy Interest to BEMT for a price Parent (the number of SFX Shares so specified in the Seller Notice, the “Redemption Shares”), an amount equal to fair market valueFive Dollars ($5.00) (subject to appropriate adjustment in the event of any stock dividend, as determined stock split, combination or other similar recapitalization with respect to SFX Common Stock) multiplied by eitherthe number of Redemption Shares (the “Redemption Price”). Upon delivery of the Seller Notice, (i) appraisal (by a national appraiserParent and Sellers’ Representative shall instruct the Escrow Agent to release the Redemption Shares to Parent, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from the date of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate Parent shall promptly pay to (or as directed by) the release Sellers’ Representative, by wire transfer of immediately available funds to the account or accounts specified by the Sellers’ Representative in the Seller Notice, the Redemption Price. If the Redemption Price is not paid in accordance with the terms hereof within ten (10) Business Days following Parent’s receipt of the Guaranty and Seller Notice, then the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT Redemption Price shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure increased at a rate of 10% per annum (compounded quarterly) until the release consummation of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale Noticetransaction.

Put Right. (a) At any time after February 28, 2015, if the Property has not been sold (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge Landlord shall have the right option to deliver sell the Property to BEMT a notice Tenant or an affiliate on July 15, 2029 (a “Forced Sale NoticePut Closing Date”) stating that Stonehenge wishes pursuant to sell the terms set forth in this Section 14.2 (the “Put Right”). Landlord may exercise its Co-Tenancy Interest Put Right by providing written notice to BEMT for Tenant no later than January 17, 2029. Failure to timely exercise such Put Right shall be deemed a waiver of the Put Right. In the event Landlord exercises the Put Right, Tenant shall close on the acquisition of the Property no later than the Put Closing Date and shall pay to Landlord (i) a purchase price equal to fair market value$26,571,578 (the “Put Amount”) and (ii) all closing costs associated with the consummation of the transaction, as determined by eitherincluding without limitation, recording costs and fees, closing costs, stamp or transfer tax and escrow fees. Upon Landlord’s receipt of the Put Amount and Txxxxx’s payment of the Closing Costs, Landlord shall deliver to Tenant (i) appraisal (by a national appraiserspecial warranty deed conveying all of Landlord’s right, licensed title and interest in the State of Tennessee with an office in the Nashville, Tennessee market)Property, (ii) the average opinions a quitclaim bill of value (rendered by less than three national commercial real estate brokers with a presence sale conveying any of Landlord’s right, title and interest in the Nashville marketpersonal property located on the Property, at least one of which may be Jonesincluding but not limited to, Lang, LaSalle), or Landlord’s Property and Tenant’s Property (as defined in Section 6.6 above) and (iii) other mechanisma release of mortgage releasing the then current Mortgage encumbering the Property. The Property shall be conveyed by Landlord “as is, reasonably agreed where is” without any representation or warranty. Failure of Tenant to comply with the terms of this Section 14.2 shall be a Default under the Lease, any amount due hereunder that is not paid on or before the Put Closing Date shall accrue interest at the Default Rate and Landlord shall have all rights and remedies available under Article 11 of this Lease. This Lease shall be contingent upon the execution of a Guaranty of Tenant’s put obligation by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from the date principal owners of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale NoticeTenant.

Put Right. In the event Optionee's employment by the Corporation is terminated for any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (a90) At days thereafter, have the right to require the Corporation to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time after February 28mutually acceptable to Corporation and Optionee, 2015but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in three (3) equal annual installments commencing on the Closing Date and on each of the next two subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. To the extent Optionee exercised his Options under Article 7 of the Plan based on the termination of his employment, employee shall be entitled to offset payment of any exercise due under the Options against the Corporation's obligations to pay the aggregate Market Price for the redemption. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the Property has not been sold (which shall mean funds of the Property has been conveyed Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4. For a sales agreement period of two years following a Change In Control (as defined in the Employment Agreement between the Corporation and the Optionee dated August __, 1998 (the "Employment Agreement")) in which the Present Common Stock Owners (as defined in the Employment Agreement) continue to own more than 20% of the Common Stock (or comparable Equity Interest) of the Corporation or its successor or any transferee of substantially all of its assets, Optionee shall not have the right to require the Corporation to purchase pursuant to this Section 4 any shares of Common Stock which were acquired upon the exercise of any Option that vests solely on account of such Change In Control unless Optionee's employment is terminated for any reason other than Optionee's voluntary resignation without Good Reason. If Optionee's employment is terminated during such two year period for a third partyreason other than voluntary resignation without Good Reason, and proceeds distributed in accordance (i.e., on account of Optionee's death or disability, or by the Corporation, with Section 2 hereof)or without cause, then Stonehenge or by voluntary resignation by the Optionee for Good Reason) Optionee shall have the right to deliver to BEMT a notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, (i) appraisal (by a national appraiser, licensed in require the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required Corporation to purchase Stonehenge's Percentage Interest all of his shares of Common Stock in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from the date of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate accordance with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC4. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be The restrictions on an “as-is” basis with no representations or warranties with respect to StonehengeOptionee's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) Put Right as set forth in this paragraph shall not apply to any Common Stock acquired by Optionee pursuant to the Forced Sale Noticeexercise of an Option that, as of the desired date of exercise of the Put would, notwithstanding the Change In Control, nevertheless, have become vested and exercisable under any provision of the Plan or this Agreement or any provision, other than Section VI of Schedule A to this Agreement.

Put Right. In the event Optionee's employment by the Corporation is terminated for any reason whatsoever, whether voluntarily, involuntarily, with cause or without cause, Optionee shall, for a period of ninety (a90) At days thereafter, have the right to require the Corporation to purchase all or any portion of the Common Stock owned by the Optionee at the Market Price (as determined under Section 5.4 of the Plan). Optionee shall exercise his put right by delivering written notice to the Corporation within such period. The Corporation and Optionee shall consummate the transaction (the "Closing") on a date (the "Closing Date") and at a time after February 28mutually acceptable to Corporation and Optionee, 2015but in no event later than thirty (30) days following the date of the Optionee's notice of exercise of the put right. The Corporation shall pay the aggregate Market Price in cash at Closing, or, at its discretion, the Corporation may elect to pay the Market Price in five (5) equal annual installments commencing on the Closing Date and on each of the next four subsequent anniversary dates thereof (each such date shall be referred to as a "Redemption Date"). The outstanding balance owed pursuant to the Corporation's payment obligation hereunder shall accrue interest at a rate equal to the prime rate on the Closing Date (thereafter adjusted annually to the prime rate in effect on the first business day of each calendar year) as published in the Midwest edition of the Wall Street Journal or any successor publication. To the extent Optionee exercised his Options under Article 7 of the Plan based on the termination of his employment, employee shall be entitled to offset payment of any exercise due under the Options against the Corporation's obligations to pay the aggregate Market Price for the redemption. Notwithstanding the Corporation's foregoing obligation to redeem Optionee's Common Stock, if the Property has not been sold (which shall mean funds of the Property has been conveyed Corporation legally available for the redemption of Optionee's Common Stock are insufficient to redeem the total number of shares required to be redeemed pursuant to this Section 4 on any Redemption Date, those funds which are legally available for the Corporation shall be used to redeem the maximum possible number of shares to be redeemed on the Redemption Date. In such event, the shares of Optionee's Common Stock not redeemed shall remain outstanding. The balance of the shares required to be redeemed on any such Redemption Date, but not redeemed, shall be added to the number of shares required to be redeemed on the next following Redemption Date and shall be redeemed on that date, subject to provisions of this Section 4. For a sales agreement period of two years following a Change In Control (as defined in the Employment Agreement between the Corporation and the Optionee dated August __, 1998 (the "Employment Agreement")) in which the Present Common Stock Owners (as defined in the Employment Agreement) continue to own more than 20% of the Common Stock (or comparable Equity Interest) of the Corporation or its successor or any transferee of substantially all of its assets, Optionee shall not have the right to require the Corporation to purchase pursuant to this Section 4 any shares of Common Stock which were acquired upon the exercise of any Option that vests solely on account of such Change In Control unless Optionee's employment is terminated for any reason other than Optionee's voluntary resignation without Good Reason. If Optionee's employment is terminated during such two year period for a third partyreason other than voluntary resignation without Good Reason, and proceeds distributed in accordance (i.e., on account of Optionee's death or disability, or by the Corporation, with Section 2 hereof)or without cause, then Stonehenge or by voluntary resignation by the Optionee for Good Reason) Optionee shall have the right to deliver to BEMT a notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, (i) appraisal (by a national appraiser, licensed in require the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required Corporation to purchase Stonehenge's Percentage Interest all of his shares of Common Stock in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from the date of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate accordance with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC4. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be The restrictions on an “as-is” basis with no representations or warranties with respect to StonehengeOptionee's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) Put Right as set forth in this paragraph shall not apply to any Common Stock acquired by Optionee pursuant to the Forced Sale Noticeexercise of an Option that, as of the desired date of exercise of the Put would, notwithstanding the Change In Control, nevertheless, have become vested and exercisable under any provision of the Plan or this Agreement or any provision, other than Section VI of Schedule A to this Agreement.

Put Right. (a) At Subject to the covenants contained in the indentures entered into in connection with the Senior Discount Notes and 2009 Senior Notes, if no Liquidity Event shall have occurred by the later of October 22, 2003 or 90 days following the final maturity date of debt securities issued in the HYDO II, then each of Nassau and its Affiliates, AT&T, GECC, CoreStates and each of the Series G Holders shall have the right, at any time after February 28thereafter, 2015, if by giving written notice to the Property has not been sold Company (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof"PUT NOTICE"), then Stonehenge to require the Company to repurchase (a "PUT") all or any portion of the shares of Convertible Preferred Stock or Common Stock held by such Stockholder for an amount (the "PUT AMOUNT") equal to (A) the fair market value of the shares subject to such Put as determined within 30 days after the delivery of each Put Notice by an investment banking firm of national reputation which is mutually acceptable to the Company and holders of a majority of the voting power of Common Stock and Common Stock Equivalents held by all parties exercising the Put hereunder or (B) in the case of any shares of Convertible Preferred Stock, at the liquidation preference thereof plus all accrued and unpaid dividends, PROVIDED that AT&T, GECC, CoreStates and each of the Series G Holders shall not have the right to deliver exercise a Put hereunder unless Nassau or its Affiliates have exercised a Put; and provided further that the Company may not repurchase any shares of Convertible Preferred Stock or Common Stock hereunder so long as the Series E Preferred Stock or the Series F Preferred Stock remain outstanding unless the requisite holders of the Series E Preferred Stock and the holders of the Series F Preferred Stock have waived in writing their right to BEMT have the Company repurchase their Series E Preferred Stock and Series F Preferred Stock prior to the repurchase by the Company of any shares of Convertible Preferred Stock or Common Stock hereunder. The Company shall give AT&T, GECC, CoreStates and each of the Series G Holders prompt notice of Nassau's exercise of a Put. The Company shall give notice (to Nassau and other Stockholders of any exercise of the Put right under Section 14 of either of the Subsidiary Warrants or hereunder. The Company shall pay to the party exercising a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to Put the Put Amount within 60 days of the date of such determination of fair market value. Any unpaid balance of a Put Amount thereafter shall bear interest, as determined by either, (i) appraisal (by a national appraiser, licensed in the State which interest shall be paid together with any payment of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville marketsuch Put Amount, at least one the rate of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest 18.0% per annum (the “Forced Sale Purchase Price”"DEFAULT RATE"). Following receipt ; PROVIDED that accrual of interest at the Default Rate shall not constitute a Forced Sale Notice, BEMT shall be required waiver of any party exercising a Put hereunder to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from the date receive immediate payment of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale NoticePut Amount.

Put Right. Subject to paragraph (ab) At any time after February 28, 2015hereof, if the Property there has not been sold (which shall mean a Successful Remarketing prior to the Property has been conveyed pursuant end of the Final Remarketing Period, holders of Senior Notes will, subject to a sales agreement to a third partythis Section 9.05, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge shall have the right (the "Put Right") to deliver require the Company to BEMT a notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for purchase such Senior Notes on the Purchase Contract Settlement Date, at a price equal per Senior Note to fair market value, as determined by either, (i) appraisal (by a national appraiser, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount purchased equal to the Forced Sale Purchase Price no later than ninety (90) days from the date principal amount of the Forced Sale Notice applicable Senior Note, plus accrued and unpaid interest to, but excluding, the Purchase Contract Settlement Date (the “Forced Sale Date”"Put Price"). Stonehenge shall cooperate The Put Right of holders of Applicable Ownership Interests in Senior Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with BEMT separate cash, and (2) on or prior to procure 5:00 p.m., New York City time, on the consent of any lender secured by Business Day immediately preceding the Property (a “Secured Lender”) Purchase Contract Settlement Date, deliver to any transfer the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to this the terms and conditions of Section 13 and (ii5.02(c)(iii) effectuate the release of the Guaranty Purchase Contract and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties Pledge Agreement with respect to Stonehenge's Cosuch settlement, and such holders shall be deemed to have elected to have a portion of the proceeds of the Put Right of the Senior Notes underlying such Applicable Ownership Interests in Senior Notes equal to the Purchase Price set-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned off against such holders' obligations to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the Purchase Contracts in full satisfaction of such holders' obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contracts will be paid to such holders. The Put Right of a holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the Trustee by Stonehengesuch holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, free and clear the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a holder has exercised a Put Right. In exchange for any liens (other than Separate Senior Notes surrendered pursuant to the deed Put Right, the Trustee shall then distribute such amount to the holders of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale Notice.such Separate Senior Notes. Tax Treatment

Put Right. (a) At Within sixty days after the end of the Deadlock Period without resolution of a Deadlock, after complying with the resolution procedures set forth in Section 11.1 hereof, provided such Deadlock occurs after the third anniversary of the Formation Date, UA may deliver notice to the Company and Xxx.xxx (the "Put Notice") stating that UA is exercising its option to put all, but not less than all, of its Interest in the Company to Xxx.xxx (the "Put Option"). Upon the receipt of the Put Notice, Xxx.xxx and UA shall jointly determine the fair market value of UA's Interest, taking into account the fair market value of the Business of the Company as a going concern (the "Fair Market Value") and the sale of the Interest pursuant to the Put Option shall be consummated within twenty (20) Business Days of such determination of Fair Market Value according to the procedures set forth herein, subject to any time and all necessary regulatory or other approvals. If Xxx.xxx and UA fail to agree as to the Fair Market Value within fifteen (15) Business Days starting from the date of the Put Notice, UA will engage an appraisal firm (the "First Appraiser") to appraise the Fair Market Value as of the most recent practicable date (the "Appraisal Date") and to prepare and deliver a report to UA and Xxx.xxx describing the results of such appraisal (the "First Appraisal") no later than twenty (20) Business Days after February 28being engaged. For a period of ten (10) Business Days following receipt of the First Appraisal, 2015Xxx.xxx will have the right to object to the First Appraisal by written notice to UA (the "FMV Objection Notice") and engage an appraisal firm (the "Second Appraiser"). Xxx.xxx will cause the Second Appraiser to appraise the Fair Market Value as of the Appraisal Date and to prepare and deliver a report to Xxx.xxx and UA describing the results of such appraisal (the "Second Appraisal") within twenty (20) Business Days following the date of the FMV Objection Notice. In the event the Fair Market Values determined by the First Appraiser and the Second Appraiser differ and UA and Xxx.xxx fail to agree upon the Fair Market Value within ten (10) Business Days after delivery of the Second Appraisal, the First Appraiser and the Second Appraiser will select an appraisal firm (the "Third Appraiser"), and --------------- UA and Xxx.xxx will cause the Third Appraiser to appraise the Fair Market Value as of the Appraisal Date and to prepare and deliver a report to UA and Xxx.xxx describing the results of such appraisal (the "Third Appraisal") within twenty --------------- (20) Business Days following the date of the Third Appraiser's engagement. After delivery of the Third Appraisal, the Fair Market Value will be the average of the two values determined by the appraisers whose determination of value is closest to each other from among the three appraisals. Determination of the Fair Market Value in the above manner will be final and binding on UA and Xxx.xxx. The cost of the First Appraiser will be borne by UA. The cost of the Second Appraiser, if any, will be borne by Xxx.xxx. The cost of the Property has not been sold (which shall mean the Property has been conveyed pursuant to a sales agreement to a third partyThird Appraiser, if any, will be shared equally by UA and proceeds distributed in accordance with Section 2 hereof), then Stonehenge Xxx.xxx. Xxx.xxx shall have the right to deliver to BEMT a notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell assign its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, (i) appraisal (by a national appraiser, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required obligation to purchase Stonehenge's Percentage the Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from the date of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale NoticeUA.

Put Right. (a) At any time after February 28, 2015, if the Property has not been sold (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge Landlord shall have the right option to deliver sell the Property to BEMT a notice Tenant or an affiliate on July 15, 2029 (a “Forced Sale NoticePut Closing Date”) stating that Stonehenge wishes pursuant to sell the terms set forth in this Section 14.2 (the “Put Right”). Landlord may exercise its Co-Tenancy Interest Put Right by providing written notice to BEMT for Tenant no later than January 17, 2029. Failure to timely exercise such Put Right shall be deemed a waiver of the Put Right. In the event Landlord exercises the Put Right, Tenant shall close on the acquisition of the Property no later than the Put Closing Date and shall pay to Landlord (i) a purchase price equal to fair market value$11,269,289.80 (the “Put Amount”) and (ii) all closing costs associated with the consummation of the transaction, as determined by eitherincluding without limitation, recording costs and fees, closing costs, stamp or transfer tax and escrow fees. Upon Landlord’s receipt of the Put Amount and Txxxxx’s payment of the Closing Costs, Landlord shall deliver to Tenant (i) appraisal (by a national appraiserspecial warranty deed conveying all of Landlord’s right, licensed title and interest in the State of Tennessee with an office in the Nashville, Tennessee market)Property, (ii) the average opinions a quitclaim bill of value (rendered by less than three national commercial real estate brokers with a presence sale conveying any of Landlord’s right, title and interest in the Nashville marketpersonal property located on the Property, at least one of which may be Jonesincluding but not limited to, Lang, LaSalle), or Landlord’s Property and Tenant’s Property (as defined in Section 6.6 above) and (iii) other mechanisma release of mortgage releasing the then current Mortgage encumbering the Property. The Property shall be conveyed by Landlord “as is, reasonably agreed where is” without any representation or warranty. Failure of Tenant to comply with the terms of this Section 14.2 shall be a Default under the Lease, any amount due hereunder that is not paid on or before the Put Closing Date shall accrue interest at the Default Rate and Landlord shall have all rights and remedies available under Article 11 of this Lease. This Lease shall be contingent upon the execution of a Guaranty of Tenant’s put obligation by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from the date principal owners of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale NoticeTenant.

Put Right. For the purposes of this Section 6.9, a "Co-Lender Loan Default" shall mean and include (a) At any time after February 28failure of the Co-Lender Loan to have been indefeasibly paid in full by March 1, 20152006, if other than by reason of Purchaser's having granted an extension or waiver to the Property has borrower under the Co-Lender Loan ("Borrower") of the maturity date under the Co-Lender Loan that was not been sold consented to by Seller, and/or (which shall mean b) any Event of Default (under and as such term is defined in the Property has been conveyed pursuant to Credit Agreement respecting the Co-Lender Loan). Following and during the continuation of a sales agreement to a third partyCo-Lender Loan Default, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge Purchaser shall have the right to deliver sell, and Seller shall have the obligation to BEMT a notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its purchase, the Co-Tenancy Interest to BEMT Lender Loan for a price equal to fair market value, the total principal (not to exceed Eighteen Million Two Hundred Thousand Dollars ($18,200,000) and accrued interest outstanding as determined of the date of the purchase and sale of the Co-Lender Loan pursuant hereto. Purchaser shall exercise its rights hereunder by either, giving notice to Seller (a "Co-Lender Loan Default Notice") setting forth (i) appraisal the circumstances of the Co-Lender Loan Default, (ii) the outstanding principal balance due under the Co-Lender Loan, (iii) the accrued interest thereon, and which notice shall be accompanied by supporting documentation (as to a national appraiser, licensed in Co-Lender Loan Default under clause (b) above) reasonably satisfactory to Seller and a certificate of the State chief executive officer or chief financial officer of Tennessee with an office in the Nashville, Tennessee marketPurchaser certifying as to items (i), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or and (iii) other mechanismof such Notice. No Co-Lender Loan Default Notice may be given after March 30, reasonably agreed to by 2006. Upon the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt giving of a Forced Sale Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”Lender Default Notice as so provided, then within thirty (30) days of Seller's receipt thereof Purchaser shall sell and Seller shall purchase the Co-Lender Loan for an amount a price equal to the Forced Sale Purchase Price no later than ninety total principal (90not to exceed $18,200,000) days from the date and accrued interest outstanding as of the Forced Sale Notice (sale date under the “Forced Sale Date”)Co-Lender Loan. Stonehenge The sale of the Co-Lender Loan to Seller under this Section 6.9 shall cooperate with BEMT to procure the consent be on an "AS IS" basis, without any representations or warranty of any lender secured kind other than as to the authority of the Purchaser to make the sale, and conditioned only on Purchaser signing and delivering to Seller such documentation as is reasonably required to cause the assignment by Purchaser to Seller of all of the Property (a “Secured Lender”) applicable loan documents and rights related to any transfer pursuant to the Co-Lender Loan. For the avoidance of doubt, Seller shall have no obligation under this Section 13 and (ii) effectuate 6.9 in the release event Purchaser grants any extension or waiver to the Borrower of the Guaranty maturity date under the Co-Lender Loan that was not consented to by Seller. From and after Closing, Purchaser shall provide Seller with copies of any information received in respect of the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor orstatus of the Co-Lender Loan or Borrower, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure not prohibited under the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by Credit Agreement respecting the Co-Tenants) and that Stonehenge has due authority to effect the Lender Loan or by applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale NoticeLegal Requirements.

Put Right. (a) At any time after February 28, 2015, if the Property has not been sold (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge Landlord shall have the right option to deliver sell the Property to BEMT a notice Tenant or an affiliate on July 15, 2029 (a “Forced Sale NoticePut Closing Date”) stating that Stonehenge wishes pursuant to sell the terms set forth in this Section 14.2 (the “Put Right”). Landlord may exercise its Co-Tenancy Interest Put Right by providing written notice to BEMT for Tenant no later than January 17, 2029. Failure to timely exercise such Put Right shall be deemed a waiver of the Put Right. In the event Landlord exercises the Put Right, Tenant shall close on the acquisition of the Property no later than the Put Closing Date and shall pay to Landlord (i) a purchase price equal to fair market value$14,672,132.20 (the “Put Amount”) and (ii) all closing costs associated with the consummation of the transaction, as determined by eitherincluding without limitation, recording costs and fees, closing costs, stamp or transfer tax and escrow fees. Upon Landlord’s receipt of the Put Amount and Txxxxx’s payment of the Closing Costs, Landlord shall deliver to Tenant (i) appraisal (by a national appraiserspecial warranty deed conveying all of Landlord’s right, licensed title and interest in the State of Tennessee with an office in the Nashville, Tennessee market)Property, (ii) the average opinions a quitclaim bill of value (rendered by less than three national commercial real estate brokers with a presence sale conveying any of Landlord’s right, title and interest in the Nashville marketpersonal property located on the Property, at least one of which may be Jonesincluding but not limited to, Lang, LaSalle), or Landlord’s Property and Tenant’s Property (as defined in Section 6.6 above) and (iii) other mechanisma release of mortgage releasing the then current Mortgage encumbering the Property. The Property shall be conveyed by Landlord “as is, reasonably agreed where is” without any representation or warranty. Failure of Tenant to comply with the terms of this Section 14.2 shall be a Default under the Lease, any amount due hereunder that is not paid on or before the Put Closing Date shall accrue interest at the Default Rate and Landlord shall have all rights and remedies available under Article 11 of this Lease. This Lease shall be contingent upon the execution of a Guaranty of Tenant’s put obligation by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from the date principal owners of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale NoticeTenant.

Put Right. (a) At any time after February 28following the date which is the later of the fifth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger Date"), 2015a holder may give written notice (the "Put Notice") to the Corporation of its intention to sell all, but not less than all, of its Series B Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a cash price per share of Series B Preferred Stock (the "Put Price") equal to the sum of: (1) the Stated Amount; and (2) an amount per share of the Series B Preferred Stock (the "Put Lookback Return") equal to an eighteen percent (18%) per annum return on investment on the Stated Amount, compounded quarterly from the Issuance Date until the Put Date reduced by the actual return (assuming quarterly compounding) on the Stated Amount over the same period calculated using the dividends actually paid, when paid. The holders of shares of Series B Preferred Stock shall be permitted to convert their Series B Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Date or, if not actually repurchased by the Property has not been sold (Corporation on the Put Date, the date on which the Series B Preferred Stock is actually repurchased by the Corporation. The Put Notice shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge shall have the right to deliver to BEMT a notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, state (i) appraisal the Put Date and (by a national appraiserii) the number of outstanding shares of Series B Preferred Stock to be redeemed. Promptly following receipt of the Put Notice, licensed in the State of Tennessee with an office in Corporation shall provide written notice to the Nashville, Tennessee market)holder setting forth (i) the Put Price, (ii) the average opinions place or places where certificates for such shares of value (rendered by less than three national commercial real estate brokers with a presence in Series B Preferred Stock are to be surrendered for payment of the Nashville marketPut Price, at least one of which may including any procedures applicable to repurchases to be Jones, Lang, LaSalle), or accomplished through book-entry transfers and (iii) other mechanismthat dividends on the shares of Series B Preferred Stock to be repurchased shall cease to accumulate as of the Put Date. Upon the Put Date (unless the Corporation shall default in making payment of the appropriate Put Price), reasonably agreed whether or not certificates for shares which are the subject of the Put Notice have been surrendered for cancellation, the shares of Series B Preferred Stock to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT be redeemed shall be required deemed to purchase Stonehenge's Percentage Interest in be no longer outstanding, dividends on the Property (“Stonehenge's Co-Tenancy Interest”) shares of Series B Preferred Stock shall cease to accumulate and the holders thereof shall cease to be stockholders with respect to such shares and shall have no rights with respect thereto, except for an amount equal the rights to receive the Put Price but without interest, and, up to the Forced Sale Purchase Price no later than ninety of (90i) days from the date close of business on the Forced Sale Notice first (1st) Business Day preceding the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and Put Date or (ii) effectuate the release date on which the shares of Series B Preferred Stock are actually repurchased, the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, right to the extent unacceptable convert such shares pursuant to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale NoticeSection 8 hereof.

Put Right. (a) At Subject to the covenants contained in the indentures entered into in connection with the Senior Discount Notes and 2009 Senior Notes if no Liquidity Event shall have occurred by the later of October 22, 2003 or 90 days following the final maturity date of debt securities issued in the HYDO II, then each of Nassau and its Affiliates, AT&T, GECC and CoreStates shall have the right, at any time after February 28thereafter, 2015, if by giving written notice to the Property has not been sold Company (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof"PUT NOTICE"), then Stonehenge to require the Company to repurchase (a "PUT") all or any portion of the shares of Convertible Preferred Stock or Common Stock held by such Stockholder for an amount (the "PUT AMOUNT") equal to (A) the fair market value of the shares subject to such Put as determined within 30 days of each Put Notice by an investment bank of national reputation which is mutually acceptable to the Company and holders of a majority of the voting power of Common Stock and Common Stock Equivalents held by all parties exercising Puts hereunder or (B) in the case of any shares of Convertible Preferred Stock, at the liquidation preference thereof plus all accrued and unpaid dividends, at the option of holders thereof; provided that AT&T, GECC and CoreStates shall not have the right to deliver exercise a Put hereunder unless Nassau or its Affiliates have exercised a Put; and provided further that the Company may not repurchase any shares of Convertible Preferred Stock or Common Stock hereunder so long as the Series E Preferred Stock or the Series F Preferred Stock remain outstanding unless the holders of the Series E Preferred Stock and the holders of the Series F Preferred Stock have waived in writing their right to BEMT have the Company repurchase their Series E Preferred Stock and Series F Preferred Stock prior to the repurchase by the Company of any shares of Convertible Preferred Stock or Common Stock hereunder. The Company shall give AT&T, GECC and CoreStates prompt notice of Nassau's intent to exercise a Put. The Company shall give notice (to Nassau and the other Stockholders of any exercise of the Put right under Section 14 of either of the Subsidiary Warrants or hereunder. The Company shall pay to the party exercising a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to Put the Put Amount within 60 days of the date of such determination of fair market value. Any unpaid balance of a Put Amount thereafter shall bear interest, as determined by either, (i) appraisal (by a national appraiser, licensed in the State which interest shall be paid together with any payment of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville marketsuch Put Amount, at least one a rate of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest 18.0% per annum (the “Forced Sale Purchase Price”"DEFAULT RATE"). Following receipt ; provided that accrual of interest at the Default Rate shall not constitute a Forced Sale Notice, BEMT shall be required waiver of any party exercising a Put hereunder to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from the date receive immediate payment of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale NoticePut Amount.

Put Right. Following the Put Date (aas defined below) At the Optionee shall have the right (the "Put Right") to require the Company to purchase from the Optionee or any time after February 28, 2015, if Permitted Transferee (as defined pursuant to the Property has Stockholders' Agreement) of any Option Stock (i) the Option (whether or not been sold any portion thereof is vested) and any Option Stock held by such Optionee or Permitted Transferee at an aggregate purchase price equal to the Option Call Price and (which ii) all Option Stock then held by such Optionee or his Permitted Transferees at an aggregate purchase price equal to the Fair Market Value of such shares of Option Stock on the date the Put Right hereunder is exercised. For the purposes hereof the "Put Date" shall mean the Property has been conveyed first to occur of (i) the one year anniversary of the last day that Redemption Securities can be redeemed pursuant to Section 6(c) of the Certificate of Designations and (ii) the date upon which both (A) no shares of Convertible Participating Preferred Stock remain outstanding and Vestar ceases to own any Redemption Securities of the Company and (B) either (I) the Optionee's employment is terminated (other than by the Company for Cause or by the Optionee for Good Reason) or (II) the sixtieth day prior to the Expiration Date. The Optionee shall have a sales agreement period from the Put Date until the first to a third party, occur of (i) the Expiration Date and proceeds distributed (ii) the date upon which such Option ceases to be exercisable in accordance with Section 2 hereof), then Stonehenge shall have the right 3D hereof in which to deliver to BEMT a give notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, (i) appraisal (by a national appraiser, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal writing to the Forced Sale Purchase Price no later than ninety (90) days from Company of his election to exercise the date of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer rights pursuant to this Section 13 3C (the "Put Notice"); provided, however, that in no event shall the Optionee be permitted to exercise the Put Right granted hereby at any time during the period beginning on or after the 6th anniversary of the Original Issuance Date and ending on the 90th day following the 7th anniversary of the Original Issuance Date. The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company within the later of (A) the tenth business day after the giving of the Put Notice or (B) ten (10) business days after the receipt of all necessary regulatory approvals (including but not limited to the expiration or termination of the waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, if applicable). The price payable as described herein shall be paid by delivery to the Optionee or his Permitted Transferees against delivery of certificates or other instruments representing this Option or the Option Stock so purchased, appropriately endorsed or executed by the Optionee or the applicable Permitted Transferee. The price payable as described herein shall be paid by delivery to the Optionee or his Permitted Transferees against delivery of certificates or other instruments representing the Option or the Option Stock so purchased, appropriately endorsed or executed by the Optionee or the applicable Permitted Transferee. The purchase price may be paid in cash, or if (A) the Company is prohibited from paying cash under any financing arrangement or applicable law or (B) the Board makes a good faith determination that the payment of cash would create a material adverse effect on the financial condition of the Company, then such purchase price may be paid (i) by note payable in installments of no longer than five (5) years, bearing interest at the Company's prime lending rate in effect as of the date of purchase or (ii) effectuate by delaying the release exercise of the Guaranty and Put Right until the LOC. In connection therewithfinancing or legal restrictions lapse; provided, Bluerock Residential Holdingshowever, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, that to the extent unacceptable possible, the Company shall pay the Optionee an amount in cash sufficient to Secured Lendercover any income tax liability imposed on the Optionee resulting from the exercise of such Put Right, BEMT at such times as are necessary for the Optionee to make required tax payments in a timely fashion. The Company may choose to have a designee purchase any securities elected to be sold to it hereunder so long as the Company shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release bear any reasonable costs and expenses of the Guaranty Optionee and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor his Permitted Transferees in connection with the sale to such refinancing)designee that would not have otherwise been incurred by him in connection with a sale to the Company. Such sale All references to the Company in this Section 3C shall be on an “as-is” basis with no representations or warranties with respect refer to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than such designee as the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale Noticecontext requires.

Put Right. (a) At any time after February 28, 2015, if On the Property has not been sold (which shall mean third anniversary of the Property has been conveyed pursuant to a sales agreement to a third partyMerger Agreement, and proceeds distributed in accordance with Section 2 hereof)on each subsequent four (4) anniversaries of the Merger Agreement, then Stonehenge shall have Bendxx xxx elect to put up to twenty percent (20%) of the right SynQuest Shares (that is, up to deliver to BEMT a notice (a “Forced Sale Notice”150,000 of the SynQuest Shares per put) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for at a price equal to fair market value$8.00 per share (no dividends or accrued interest will be payable with respect to the shares). In order to exercise his put rights under this Article, as determined by either, Bendxx must deliver a written notice of his election to SynQuest specifying the number of SynQuest Shares Bendxx xxxcts to sell to SynQuest (i) appraisal (by a national appraiser, licensed "Put Election Notice"). Each Put Election Notice will constitute an irrevocable election to sell shares identified in the State Put Election Notice and must be delivered by Bendxx xx SynQuest no later than sixty (60) days prior to the anniversary date specified above. Within thirty (30) days of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions delivery by Bendxx xx SynQuest of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale any Put Election Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an except as hereinafter provided, SynQuest will pay Bendxx xx amount equal to $8.00 per share for the Forced Sale Purchase Price no later than ninety (90) days from number of shares specified in the date of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT Put Election Notice, and Bendxx xxxl deliver to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by StonehengeSynQuest good title, free and clear of any liens liens, of such shares. Notwithstanding the foregoing, SynQuest may elect in its sole discretion not to purchase the shares offered on the third, and only the third, anniversary of the Merger Agreement. SynQuest must notify Bendxx, xx writing, of its election not to accept the SynQuest Shares (other "Postponement Notice") no later than fifteen business days after receipt of the deed of trust and/or other documents securing Put Election Notice. In the Loanevent that SynQuest issues a Postponement Notice, and/or other liens which have been voluntarily created by Bendxx xxx elect to put the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be shares subject to the Postponement Notice only on the earlier of (i) the sale of all or substantially all of the assets of SynQuest, or (ii) the fourth anniversary of the Merger Agreement in accordance with the notification provisions provided for in this Article 5, without forfeiting his rights to put any financing contingency) additional shares on subsequent anniversaries of the Merger Agreement. Except for any SynQuest Shares subject to a Postponement Notice, the put rights granted under this Article automatically expire and will be null and void and have no other force and effect upon the closing of an underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as set forth in amended (the Forced Sale Notice."Securities Act"), covering the offer and sale of Common Stock for the account of SynQuest to the public generally. The parties have caused this Amendment to be duly executed as of April 28, 2000. SynQuest: SYNQUEST, INC. By: /s/ John Xxxxxxx ------------------------------------ John Xxxxxxx EVP Fin. & Adm. Bendxx: /s/ Paul Xxxxxx --------------------------------------- Paul Xxxxxx Warburg: WARBURG, PINCXX XXXESTORS, L.P. By: /s/ Henrx Xxxxxxx ------------------------------------ Name: Title:

Put Right. (a) At any time after February 28, 2015, if Unless on or before the Property has not been sold Trigger Event Date (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereofas hereinafter defined), then Stonehenge shall have all of the right to deliver to BEMT a notice Obligations (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, (i) appraisal (by a national appraiser, licensed in the State of Tennessee with an office in the Nashville, Tennessee markethereinafter defined), including, without limitation, all obligations of Borrower to Lender or any affiliate of Lender under any interest rate swap transaction or other interest rate hedging transaction entered into between Borrower and Lender or any affiliate of Lender (ii"Swap Transaction") the average opinions of value have been paid and satisfied in full, then, within thirty (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii30) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following days after receipt of written demand from the Lender after the occurrence of a Forced Sale NoticeTrigger Event Date, BEMT Purchaser shall be required to purchase Stonehenge's Percentage Interest in the Property Loan Rights (“Stonehenge's Co-Tenancy Interest”as hereinafter defined) from the Lender for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from aggregate amount of all outstanding principal, accrued and unpaid interest, fees, costs and other amounts due and payable to the Lender pursuant to the Loan Documents as of the date of the Forced Sale Notice Loan Transfer (the “Forced Sale Date”as hereinafter defined). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured , including, without limitation, amounts owing by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor Borrower in connection with any Swap Transaction, amounts owing to the Lender for reimbursement of advances made by Lender pursuant to the Loan Documents (such refinancingas, for example, and without limitation, advances for real property taxes, insurance premiums and security and repair costs that may be paid by the Lender), and other amounts owing to the Lender under the Loan Documents whether pursuant to the exercise of the rights and remedies of the Lender or otherwise (collectively. the "Purchase Price"). Such sale The reference in Recital Paragraph A above to "Principal Amount" is not intended to limit the amount of the Purchase Price payable hereunder. After the occurrence of a Trigger Event Date of which the Lender has actual knowledge, the Lender shall make no additional advances under the Loan Documents to the Borrower, unless such advances are made to protect and preserve Xxxxxx's collateral for the Loan. Notwithstanding the foregoing, Lender shall not hereafter make any Borrower-requested advance or draw of the Loan to Borrower if the outstanding principal balance of the Loan exceeds the Principal Amount, or if such advance would cause the outstanding principal balance of the Loan to exceed the Principal Amount, without Purchaser's prior written consent. If Purchaser fails to purchase the Loan Rights (and pay the Purchase Price in full) within such thirty (30) day period, interest shall accrue and be payable on an “as-is” basis the Purchase Price at the same rate as is then payable on amounts outstanding under the Loan Documents. Simultaneously with no representations receipt by the Lender of the Purchase Price from Purchaser, and as a condition to Purchaser's obligation to pay the Purchase Price, the Lender, pursuant to documents reasonably acceptable to Purchaser and the Lender (including the original Note endorsed to the order of the Purchaser) (the "Transfer Documents"), shall transfer, grant, sell, convey and assign to Purchaser (the "Loan Transfer") all of the Loan Rights (as hereinafter defined), without recourse, representation or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear warranty of any liens (other than kind or nature whatsoever, except for the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) representations and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as warranties set forth in Section 4.1 below. For the Forced Sale Notice.purposes of this Agreement, (i) the term "Trigger Event Date"

Put Right. Following the Put Date (aas defined below) At the Optionee shall have the right (the "Put Right") to require the Company to purchase from the Optionee or any time after February 28, 2015, if Permitted Transferee (as defined pursuant to the Property has Stockholders' Agreement) of any Option Stock (i) all Options (whether or not been sold vested) held by such Optionee and any Option Stock held by such Optionee or Permitted Transferee at an aggregate purchase price equal to the Option Call Price and (which ii) all Option Stock then held by such Optionee or his or her Permitted Transferees at an aggregate purchase price equal to the Fair Market Value of such shares of Option Stock on the date the right to put hereunder is exercised. For the purposes hereof the "Put Date" shall mean the Property has been conveyed first to occur of (i) the one year anniversary of the last day pursuant to Section 6(c) that Redemption Securities can be redeemed and (ii) the date upon which both (A) no shares of Convertible Participating Preferred Stock remain outstanding and Vestar ceases to own any Redemption Securities (as defined in the Stockholders' Agreement) of the Company and (B) either (I) the Optionee's employment is terminated (other than by the Company for Cause) or (II) the sixtieth day prior to the Expiration Date. The Optionee shall have a sales agreement period from the Put Date until the first to a third party, occur of (i) the Expiration Date and proceeds distributed (ii) the date upon which such options cease to be exercisable in accordance with Section 2 hereof), then Stonehenge shall have the right 3D hereof in which to deliver to BEMT a give notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, (i) appraisal (by a national appraiser, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal writing to the Forced Sale Purchase Price no later than ninety (90) days from Company of his or her election to exercise the date of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer rights pursuant to this Section 13 and 3C (ii) effectuate the release "Put Notice"); provided, however, that in no event shall the Optionee be permitted to exercise the put right granted hereby at any time during the period beginning on or after the 6th anniversary of the Guaranty Original Issuance Date and ending on the LOC90th day following the 7th anniversary of the Original Issuance Date. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, The completion of the purchases pursuant to the extent unacceptable foregoing shall take place at the principal office of the Company within the later of (A) the tenth business day after the giving of the Put Notice or (B) ten (10) business days after the receipt of all necessary regulatory approvals (including but not limited to Secured Lenderthe expiration or termination of the waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, BEMT as amended, if applicable). The price payable as described herein shall be obligated paid by delivery to provide an alternative replacement guarantorthe Optionee or his or her Permitted Transferees against delivery of certificates or other instruments representing this Option or the Option Stock so purchased, with credit suitable appropriately endorsed or executed by the Optionee or the applicable Permitted Transferee. The Company may choose to Secured Lender in order have a designee purchase any securities elected to secure be sold to it hereunder so long as the release Company shall bear any reasonable costs and expenses of the Guaranty Optionee and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, his or such other alternative replacement guarantor parties, as a guarantor her Permitted Transferees in connection with the sale to such refinancing)designee that would not have otherwise been incurred by him or her in connection with a sale to the Company. Such sale All references to the Company in this Section 3C shall be on an “as-is” basis with no representations or warranties with respect refer to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than such designee as the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale Noticecontext requires.

Put Right. (a) At any time after February 28, 2015, if the Property has not been sold (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge First New York shall have the right (the “Put Right”) to require Overstock to repurchase all, but not less than all, of the outstanding Cryptodebt, at any time after Closing. The price Overstock shall be required to pay upon exercise of the Put Right (the “Put Repurchase Price”) shall depend on the date on which the Put Right is exercised. If First New York exercises the Put Right at any time before November 2, 2015, the amount Overstock shall be obligated to pay to First New York in full satisfaction of all of Overstock’s obligations under the Cryptodebt shall be an amount equal to 96.0% of the principal amount of the Cryptodebt plus all accrued and unpaid interest thereon. If First New York exercises the Put Right at any time on or after November 2, 2015, the amount Overstock shall be obligated to pay to First New York in full satisfaction of all of Overstock’s obligations under the Cryptodebt shall be an amount equal to 102.5% of the principal amount of the Cryptodebt plus all accrued and unpaid interest thereon. If the Put Right is exercised by First New York, regardless of the date on which the Put Right is exercised, the principal amount outstanding on the Promissory Note and all accrued and unpaid interest thereon (such amount, as of the applicable time of determination, the “Note Prepayment Amount”) shall become due and payable upon the closing of the Put Right transaction. To exercise the Put Right, First New York shall deliver written notice of its exercise of the Put Right to BEMT a Overstock at its address set forth on the signature page to this Agreement, or by facsimile to the facsimile number for Overstock set forth on the signature page to this Agreement, such notice to be in substantially the form set forth in Exhibit B to this Agreement (a the “Forced Sale Put Notice”). The closing of the Put Right transaction (and the related settlement of the Promissory Note and the payment of the Note Prepayment Amount) stating that Stonehenge wishes shall occur within two (2) Business Days following the date on which Overstock received the Put Notice (the “Repurchase Date”). Following the exercise of the Put Right, Overstock and Medici shall take all necessary action to sell its Co-Tenancy Interest complete the actions contemplated by Section 4.2(f) prior to BEMT for a price equal the Repurchase Date or the Redemption Date (as applicable). The failure by Overstock or Medici to fair market valuecomplete such actions by the Repurchase Date, as determined shall not delay the closing of the Put Right transaction. At the closing of the Put Right (and the related settlement of the Promissory Note and the payment of the Note Prepayment Amount), the Cryptodebt shall be redeemed upon the payment by eitherOverstock to First New York of the Put Repurchase Price and the Promissory Note shall be settled and cancelled upon the payment by First New York to Overstock of the Note Prepayment Amount; provided that, to the fullest extent possible, the parties shall offset (i) appraisal (by a national appraiserthe Note Prepayment Amount against the Put Repurchase Price, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), and (ii) the average opinions of value Put Repurchase Price against the Note Prepayment Amount, and (rendered by less than three national commercial real estate brokers with a presence in i) Overstock shall pay to First New York at the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from the date closing of the Forced Sale Notice (Put Right transaction any remaining portion of the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent Put Repurchase Price by wire transfer of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 immediately available funds, and (ii) effectuate First New York shall pay to Overstock at the release closing of the Guaranty and Put Right transaction any remaining portion of the LOCNote Prepayment Amount by wire transfer of immediately available funds. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT No interest shall be obligated due or payable on any premium to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor paid in connection with such refinancing)any exercise of the Put Right. Such sale Interest on the principal amount of the Cryptodebt shall accrue to the Repurchase Date. Any amounts required to be paid by the parties hereunder shall be paid to the other party by wire transfer of immediately available funds to the bank account of such party listed on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale Notice.Exhibit G.

Put Right. (a) At Beginning on the 18-month anniversary of the Closing and ending at 5:00 p.m., San Francisco, California time on the fifth Business Day thereafter, any time after February 28Holder may notify OpenTV in writing that it desires that OpenTV purchase from it and/or the Escrow Agent all or any of the Consideration Shares, 2015including any Escrowed Shares remaining subject to the Escrow Agreement, if the Property has that have not been sold (which shall mean prior to the Property has been conveyed pursuant to time of such notice at a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge shall have the right to deliver to BEMT a notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a per share price equal to fair market value, as determined by either, the Guaranteed Amount for such Consideration Shares (i) appraisal (by a national appraiser, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”"Put Notice"). Following Upon valid receipt of a Forced Sale Put Notice, BEMT OpenTV shall purchase, and the Holder and/or the Escrow Agent shall sell, the Consideration Shares specified in such notice (the "Put Shares") at a closing to be required to purchase Stonehenge's Percentage Interest in held at 10:00 a.m., New York City time, at the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the Forced Sale Purchase Price no later than ninety (90) days from third Business Day after the date of receipt of such Put Notice. OpenTV and the Forced Sale Notice (Holder shall execute a customary agreement for the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 purchase and (ii) effectuate the release sale of the Guaranty Put Shares being sold by such Holder, which agreement shall contain representations and warranties on the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release part of the Guaranty Holder that such Put Shares are, and will be at the LOCclosing of the sale of such Put Shares to OpenTV, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehengesuch Holder, beneficially and of record, and are, and at the time of such closing will be, free and clear of any liens (other than or restrictions whatsoever. At the deed closing, against receipt of trust and/or other documents securing the LoanPut Shares, OpenTV shall pay, or cause to be paid, such Holder, and/or other liens which have been voluntarily created deliver or cause to be delivered to the Escrow Agent, the aggregate Guaranteed Amount for such Put Shares. Any amounts to be paid pursuant to this Section 2.05 by OpenTV to a Holder shall be paid out of the Liquidity Escrow Fund as specified in Section 2.06 to the extent there are funds available therefor in the Liquidity Escrow Fund. The parties will execute such instructions as are necessary in order to effect any sale of Put Shares by the Co-Tenants) and that Stonehenge has due authority Escrow Agent to effect the applicable sale and subject only OpenTV pursuant to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale Noticethis Section 2.05.

Put Right. (a) At any time after February 28During the Put Period, 2015, if the Property has not been sold (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge CO Member Representative shall have the right right, on behalf of each CO Member (the “Put Right”), to sell and Transfer to Parent such CO Member’s Allocable Share of the Second Call/Put Units at a price per Unit equal to the applicable Second Determination Date Per Unit Put Price of such Units to be sold and Transferred by such CO Member. In order to exercise the Put Right, the CO Member Representative shall deliver to BEMT a notice in writing (a the “Forced Sale Put Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market valueParent of such election, as determined by either, (i) appraisal (by a national appraiser, licensed in specifying the State intended date on which the closing of Tennessee with an office in the Nashville, Tennessee market), (ii) purchase and sale of the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest Second Call/Put Units (the “Forced Sale Purchase PricePut Closing”) shall occur (the “Put Closing Date”), which shall be no earlier than the sixtieth (60th) day after such Put Notice is delivered to Parent, and no later than the seventy-fifth (75th) day after such Put Notice is delivered to Parent; provided, however, that Parent may elect, by delivering written notice to the CO Member Representative, to delay the Put Closing Date to the extent Parent deems it reasonably necessary pursuant to advice of counsel to comply with any applicable law (including Rule 14e-1 under the Exchange Act or any antitrust or competition laws) and in such case the Put Closing Date shall be a date that is no later than five (5) Business Days after such date on which all applicable legal or regulatory approvals have been obtained or waiting periods have elapsed. Following Within thirty (30) days following the receipt of a Forced Sale such Put Notice, BEMT Parent shall provide the CO Member Representative with a schedule reflecting the number of each class or series of Units to be purchased from each CO Member, and applicable aggregate Second Determination Date Per Unit Put Price payable to each CO Member in respect of the Second Call/Put Units to be sold by such CO Member at the Put Closing. The CO Member Representative may not revoke the Put Notice without the prior written consent of Parent. At the Put Closing, Parent shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal and shall be deemed to the Forced Sale Purchase Price no later than ninety (90) days from the date have purchased automatically and without any further action of the Forced Sale Notice parties) from each CO Member, and each CO Member shall be required to sell (and shall be deemed to have sold automatically and without any further action of the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”parties) to any transfer pursuant to this Section 13 and (ii) effectuate the release Parent, such CO Member’s Allocable Share of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, Second Call/Put Units free and clear of any liens all Liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as restrictions on Transfer set forth in the Forced Sale NoticeAgreement) at a price per Unit equal to the applicable Second Determination Date Per Unit Put Price of such Units sold and Transferred by such CO Member at the Put Closing, and the Company shall promptly thereafter update the Schedule of Members to reflect such purchase and sale of the Second Call/Put Units at the Put Closing.

Put Right. During the period and from time to time between January ___, 2004 and April ___, 2004 (a) At any time the "Put Period"), and at anytime after February 28, 2015, if the Property Company has not been sold (which shall mean defaulted under the Property Debenture and the Debenture has been conveyed pursuant to a sales agreement to a third partyaccelerated, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge LJCI shall have the right to deliver sell in its sole and absolute discretion, and Foster, Larsson, Cameron and Saran, jointly and severally, shall thereafter have the obligation to BEMT purchase, all or a notice portion of the Stock obtained through conversion of up to $150,000 of the Debenture for a cash purchase price of 187.5% of the Conversion Price (a “Forced Sale Notice”as defined in the Debenture) stating per share paid by LJCI. To the extent that Stonehenge wishes LJCI has converted the Debenture, it shall have the right to substitute shares obtained through exercise of the Warrant dated June ___, 2003 issued by the Company to LJCI. The election of LJCI to sell its Co-Tenancy Interest the Stock shall be pursuant to BEMT for a price equal written notice to fair market valueFoster, as determined by eitherLarsson, (i) appraisal (by a national appraiserCameron and Saran, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, which notice shall be sent at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal three business days prior to the Forced Sale Purchase Price no later than ninety (90) days from the effective date of the Forced Sale Notice (transfer and shall specify the “Forced Sale Date”)number of shares of Stock which LJCI elects to sell hereunder at such time. Stonehenge shall cooperate with BEMT to procure On the consent effective date of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT Foster, Larsson, Cameron and Saran shall pay to LJCI (or its designee), the purchase price therefor in good funds, and within three business days thereafter LJCI shall deliver to Foster, Larsson, Cameron and Saran certificates evidencing the shares of Stock elected to be sold together with a stock power. Any transfer hereunder shall be obligated without warranty or representation except as to use its commercially reasonable efforts to refinance the Loan (which shall include the offering good title. The obligations of Bluerock Residential HoldingsFoster, LPLarsson, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free Cameron and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and Saran hereunder shall not be subject to any financing contingency) defense, setoff, recoupment, impairment or termination for any reason including, without limitation, whether the Stock is publicly traded, whether the Stock is restricted, whether the Stock has been issued by the Company, whether any bankruptcy proceedings have been instituted by or against the Company or any order has been entered adjudging the Company a bankrupt or insolvent, or whether the Company or its transfer agent consents to or authorizes the transfer. The obligations of Foster, Larsson, Cameron and Saran pursuant to this Section shall be joint and several and the allocation of the shares of Stock being purchased shall be as set forth in the Forced Sale Noticedetermined among Foster, Larsson, Cameron and Saran.

Put Right. If an Incomplete Co-Sale occurs and the provisions of Section 6 hereof apply, the relevant Participating Co-Sale Stockholder may require Transferring Stockholder to purchase from such Participating Co-Sale Stockholder, for cash or such other consideration as Transferring Stockholder received in the Incomplete Co-Sale, that number of shares of Equity (a) At any time after February 28of the same class, 2015series or type as transferred in the Incomplete Co-Sale, if the Property has not been sold (which shall mean the Property has been conveyed pursuant to a sales agreement to a third partysuch Participating Co-Sale Stockholder then owns Equity of such class, series or type, and proceeds distributed otherwise of Common Stock) having a purchase price equal to the aggregate purchase price such Participating Co-Sale Stockholder would have received in accordance the Closing of such Incomplete Co-Sale if such Participating Co-Sale Stockholder had exercised and been able to consummate such Stockholder’s Right of Co-Sale with Section 2 hereofrespect thereto (the “Stockholder’s Put Right”), then Stonehenge shall have the right . A Participating Co-Sale Stockholder may exercise such Stockholder’s Put Right by delivery of written notice to deliver to BEMT a notice Transferring Stockholder and Parent (a “Forced Sale Put Notice”) stating that Stonehenge wishes to sell its within ten (10) days after such Participating Co-Tenancy Interest Sale Stockholder becomes aware of the Incomplete Co-Sale. The closing of such sale to BEMT Transferring Stockholder under such Stockholder’s Put Right will occur within ten (10) days after the date of such Stockholder’s Put Notice. If a Participating Co-Sale Stockholder does not hold shares of the same class, series or type as transferred in the Incomplete Co-Sale and is entitled to require Transferring Stockholder to purchase Common Stock held by the Participating Co-Sale Stockholder, for a price the purpose of determining the number of shares of Common Stock that Transferring Stockholder is required to purchase, the value of such Common Stock shall be equal to its fair market value, value as determined by either, (i) appraisal (by the Board of Directors of Parent in good faith. If any party disputes a national appraiser, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT shall be required to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from the date determination of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent Board of any lender secured by the Property (a “Secured Lender”) to any transfer Directors pursuant to this Section 13 and (ii) effectuate 6.2, the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT matter shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth resolved in the Forced Sale Noticemanner contemplated by Section 3.1(c).

Put Right. (a) At any time after February 28, 2015, if Unless on or before the Property has not been sold Trigger Event Date (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereofas hereinafter defined), then Stonehenge shall have all of the right to deliver to BEMT a notice Obligations (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, (i) appraisal (by a national appraiser, licensed in the State of Tennessee with an office in the Nashville, Tennessee markethereinafter defined), including, without limitation, all obligations of Borrower to Lender or any affiliate of Lender under any interest rate swap transaction or other interest rate hedging transaction entered into between Borrower and Lender or any affiliate of Lender (ii"Swap Transaction") the average opinions of value have been paid and satisfied in full, then, within thirty (rendered by less than three national commercial real estate brokers with a presence in the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii30) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following days after receipt of written demand from the Lender after the occurrence of a Forced Sale NoticeTrigger Event Date, BEMT Purchaser shall be required to purchase Stonehenge's Percentage Interest in the Property Loan Rights (“Stonehenge's Co-Tenancy Interest”as hereinafter defined) from the Lender for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from aggregate amount of all outstanding principal, accrued and unpaid interest, fees, costs and other amounts due and payable to the Lender pursuant to the Loan Documents as of the date of the Forced Sale Notice Loan Transfer (the “Forced Sale Date”as hereinafter defined). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured , including, without limitation, amounts owing by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor Borrower in connection with any Swap Transaction, amounts owing to the Lender for reimbursement of advances made by Lender pursuant to the Loan Documents (such refinancingas, for example, and without limitation, advances for real property taxes, insurance premiums and security and repair costs that may be paid by the Lender), and other amounts owing to the Lender under the Loan Documents whether pursuant to the exercise of the rights and remedies of the Lender or otherwise (collectively. the "Purchase Price"). Such sale The reference in Recital Paragraph A above to "Principal Amount" is not intended to limit the amount of the Purchase Price payable hereunder. After the occurrence of a Trigger Event Date of which the Lender has actual knowledge, the Lender shall make no additional advances under the Loan Documents to the Borrower, unless such advances are made to protect and preserve Lender's collateral for the Loan. Notwithstanding the foregoing, Lender shall not hereafter make any Borrower-requested advance or draw of the Loan to Borrower if the outstanding principal balance of the Loan exceeds the Principal Amount, or if such advance would cause the outstanding principal balance of the Loan to exceed the Principal Amount, without Purchaser's prior written consent. If Purchaser fails to purchase the Loan Rights (and pay the Purchase Price in full) within such thirty (30) day period, interest shall accrue and be payable on an “as-is” basis the Purchase Price at the same rate as is then payable on amounts outstanding under the Loan Documents. Simultaneously with no representations receipt by the Lender of the Purchase Price from Purchaser, and as a condition to Purchaser's obligation to pay the Purchase Price, the Lender, pursuant to documents reasonably acceptable to Purchaser and the Lender (including the original Note endorsed to the order of the Purchaser) (the "Transfer Documents"), shall transfer, grant, sell, convey and assign to Purchaser (the "Loan Transfer") all of the Loan Rights (as hereinafter defined), without recourse, representation or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear warranty of any liens (other than kind or nature whatsoever, except for the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) representations and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as warranties set forth in the Forced Sale NoticeSection 4.1 below.

Put Right. (a) At If no Liquidity Event shall have occurred by the later of October 22, 2003 or 90 days following the final maturity date of debt securities issued in the High Yield Debt and Equity Offering, then each of Nassau and its Affiliates, AT&T, GECC and CoreStates shall have the right, at any time after February 28thereafter, 2015, if by giving written notice to the Property has not been sold Company (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof"PUT NOTICE"), then Stonehenge to require the Company to repurchase (a "PUT") all or any portion of the shares of Convertible Preferred Stock or Common Stock held by such Stockholder for an amount (the "PUT AMOUNT") equal to (A) the fair market value of the shares subject to such Put as determined within 30 days of each Put Notice by an investment bank of national reputation which is mutually acceptable to the Company and holders of a majority of the voting power of Common Stock and Common Stock Equivalents held by all parties exercising Puts hereunder or (B) in the case of any shares of Convertible Preferred Stock, at the liquidation preference thereof plus all accrued and unpaid dividends, at the option of holders thereof; provided that AT&T, GECC and CoreStates shall not have the right to deliver exercise a Put hereunder unless Nassau or its Affiliates have exercised a Put. The Company shall give AT&T, GECC and CoreStates prompt notice of Nassau's intent to BEMT exercise a notice (Put. The Company shall give Notice to Nassau and the other Stockholders of any exercise of the Put right under Section 14 of either of the Subsidiary Warrants or hereunder. The Company shall pay to the party exercising a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to Put the Put Amount within 60 days of the date of such determination of fair market value. Any unpaid balance of a Put Amount thereafter shall bear interest, as determined by either, (i) appraisal (by a national appraiser, licensed in the State which interest shall be paid together with any payment of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by less than three national commercial real estate brokers with a presence in the Nashville marketsuch Put Amount, at least one a rate of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest 18.0% per annum (the “Forced Sale Purchase Price”"DEFAULT RATE"). Following receipt ; provided that accrual of interest at the Default Rate shall not constitute a Forced Sale Notice, BEMT shall be required waiver of any party exercising a Put hereunder to purchase Stonehenge's Percentage Interest in the Property (“Stonehenge's Co-Tenancy Interest”) for an amount equal to the Forced Sale Purchase Price no later than ninety (90) days from the date receive immediate payment of the Forced Sale Notice (the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and (ii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale NoticePut Amount.

Put Right. (a) At any time after February 28following the date which is the later of the fifth anniversary of the Issuance Date or the date which is the 91st day following the repayment in full of the Corporation's 12% Senior Notes due 2006 (the "Put Trigger Date"), 2015a holder may give written notice (the "Put Notice") to the Corporation of its intention to sell all, but not less than all, of its Series C Preferred Stock to the Corporation on the 30th Business Day following the date of such notice (the "Put Date") at a cash price per share of Series C Preferred Stock (the "Put Price") equal to the sum of: (1) the Stated Amount; and (2) an amount per share of the Series C Preferred Stock (the "Put Lookback Return") equal to an eighteen percent (18%) per annum return on investment on the Stated Amount, compounded quarterly from the Issuance Date until the Put Date reduced by the actual return (assuming quarterly compounding) on the Stated Amount over the same period calculated using the dividends actually paid, when paid. The holders of shares of Series C Preferred Stock shall be permitted to convert their Series C Preferred Stock into Common Stock at any time prior to the close of business on the last Business Day immediately preceding the later of the Put Date or, if not 5 139 actually repurchased by the Property has not been sold (Corporation on the Put Date, the date on which the Series C Preferred Stock is actually repurchased by the Corporation. The Put Notice shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge shall have the right to deliver to BEMT a notice (a “Forced Sale Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest to BEMT for a price equal to fair market value, as determined by either, state (i) appraisal the Put Date and (by a national appraiserii) the number of outstanding shares of Series C Preferred Stock to be redeemed. Promptly following receipt of the Put Notice, licensed in the State of Tennessee with an office in Corporation shall provide written notice to the Nashville, Tennessee market)holder setting forth (i) the Put Price, (ii) the average opinions place or places where certificates for such shares of value (rendered by less than three national commercial real estate brokers with a presence in Series C Preferred Stock are to be surrendered for payment of the Nashville marketPut Price, at least one of which may including any procedures applicable to repurchases to be Jones, Lang, LaSalle), or accomplished through book-entry transfers and (iii) other mechanismthat dividends on the shares of Series C Preferred Stock to be repurchased shall cease to accumulate as of the Put Date. Upon the Put Date (unless the Corporation shall default in making payment of the appropriate Put Price), reasonably agreed whether or not certificates for shares which are the subject of the Put Notice have been surrendered for cancellation, the shares of Series C Preferred Stock to by the parties, multiplied by Stonehenge's Percentage Interest (the “Forced Sale Purchase Price”). Following receipt of a Forced Sale Notice, BEMT be redeemed shall be required deemed to purchase Stonehenge's Percentage Interest in be no longer outstanding, dividends on the Property (“Stonehenge's Co-Tenancy Interest”) shares of Series C Preferred Stock shall cease to accumulate and the holders thereof shall cease to be stockholders with respect to such shares and shall have no rights with respect thereto, except for an amount equal the rights to receive the Put Price but without interest, and, up to the Forced Sale Purchase Price no later than ninety of (90i) days from the date close of business on the Forced Sale Notice first (1st) Business Day preceding the “Forced Sale Date”). Stonehenge shall cooperate with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) to any transfer pursuant to this Section 13 and Put Date or (ii) effectuate the release date on which the shares of Series C Preferred Stock are actually repurchased, the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, right to the extent unacceptable convert such shares pursuant to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its commercially reasonable efforts to refinance the Loan (which shall include the offering of Bluerock Residential Holdings, LP, or such other alternative replacement guarantor parties, as a guarantor in connection with such refinancing). Such sale shall be on an “as-is” basis with no representations or warranties with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehenge, free and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale NoticeSection 8 hereof.

Put Right. (a) Put of the Series A Preferred Units. At any time from and after February 28the Put Right Commencement Date, 2015, if the Property has not been sold (which shall mean the Property has been conveyed pursuant to a sales agreement to a third party, and proceeds distributed in accordance with Section 2 hereof), then Stonehenge shall have the right to deliver to BEMT a upon written notice (a the “Forced Sale Put Notice”) stating that Stonehenge wishes to sell its Co-Tenancy Interest the Company, the Requisite Series A Preferred Holders may elect to BEMT for a price equal require the Company to fair market valuepurchase, as determined by eitherout of funds lawfully available therefor, all (i) appraisal (by a national appraiser, licensed in the State of Tennessee with an office in the Nashville, Tennessee market), (ii) the average opinions of value (rendered by but not less than three national commercial real estate brokers with a presence in all) of the Nashville market, at least one of which may be Jones, Lang, LaSalle), or (iii) other mechanism, reasonably agreed to by the parties, multiplied by Stonehenge's Percentage Interest outstanding Series A Preferred Units (the “Forced Sale Purchase PricePut Right”). Following receipt Any exercise of a Forced Sale Notice, BEMT the Put Right shall be required to purchase Stonehenge's Percentage Interest in at a price per Series A Preferred Unit (the Property (“Stonehenge's Co-Tenancy InterestPut Price”) for an amount equal to the Forced Sale Purchase Series A Preferred Issue Price plus the Accrued Preferred Return applicable to such Series A Preferred Unit up to and including the applicable Put Date. The Company shall purchase, out of funds lawfully available therefor, all the Series A Preferred Units subject to the Put Right in three equal annual installments (without interest, except as otherwise provided for herein) as follows: the first installment shall be made no later than ninety (90) days from following the date Company’s receipt of the Forced Sale Put Notice; the second installment shall be made no later than one year following the Company’s receipt of the Put Notice; and the third Execution Copy installment shall be made no later than two years following the Company’s receipt of the Put Notice (the dates of each such installment being referred to herein as a “Forced Sale Put Date” and the Series A Preferred Units to be purchased on such Put Date, the “Put Units”). Stonehenge , provided that the exercise of the Put Right shall cooperate not limit the proceeds payable pursuant to Section 3.2 to the Holders of Series A Preferred Units upon a Liquidation or Deemed Liquidation Event completed prior to the payment in full of the Put Price with BEMT to procure the consent of any lender secured by the Property (a “Secured Lender”) respect to any transfer pursuant to of the Put Units that have not, as of the closing of such Liquidation or Deemed Liquidation Event, been repurchased in accordance with this Section 13 and 2.3. If the Company does not have sufficient funds legally available to purchase on a Put Date all applicable Put Units, the Company (iii) effectuate the release of the Guaranty and the LOC. In connection therewith, Bluerock Residential Holdings, LP, a Delaware limited partnership, shall offer itself as a replacement Guarantor or, to the extent unacceptable to Secured Lender, BEMT shall be obligated to provide an alternative replacement guarantor, with credit suitable to Secured Lender in order to secure the release of the Guaranty and the LOC, and, if the Lender will not consent to the transfer, BEMT shall be obligated to use its all commercially reasonable efforts to refinance acquire such funds promptly (including, without limitation, engaging an investment bank reasonably acceptable to the Loan Requisite Series A Preferred Holders as the Company’s financial advisor), (which ii) shall include purchase a pro rata portion of each Series A Preferred Holder’s Put Units out of funds legally available therefor, based on the offering respective number of Bluerock Residential HoldingsPut Units held by each such Series A Preferred Holder, LP, or (iii) shall purchase the remaining such other alternative replacement guarantor parties, Put Units as a guarantor in connection with soon as practicable after the Company has funds legally available therefor and (iv) shall not make any distribution of Available Cash On Hand pursuant to Section 3.1 unless and until all such refinancing)remaining Put Units have been repurchased. Such sale The Put Price for any Put Units not purchased by the Company on the applicable Put Date shall be on recalculated to an “as-is” basis with no representations or warranties amount equal to the original Put Price plus interest at the rate of eight percent (8%) per annum, compounded annually, accruing daily from and after the applicable Put Date. By written notice to the Company, the Requisite Series A Preferred Holders may elect to rescind the Put Notice at any time with respect to Stonehenge's Co-Tenancy Interest except that Stonehenge's Co-Tenancy Interest is owned by Stonehengeany and all Put Units for which the Put Price has not been paid in full as of the time of such notice. Notwithstanding anything contained herein to the contrary, free any Series A Preferred Units which are not repurchased upon a Put Date shall remain outstanding for all purposes of this Agreement and clear of any liens (other than the deed of trust and/or other documents securing the Loan, and/or other liens which have been voluntarily created shall be entitled to all rights and privileges specified herein until such Series A Preferred Units are actually repurchased by the Co-Tenants) and that Stonehenge has due authority to effect the applicable sale and subject only to customary closing conditions and prorations and adjustments for transfers of real property (and shall not be subject to any financing contingency) as set forth in the Forced Sale NoticeCompany.