Common use of Redemption Notice Clause in Contracts

Redemption Notice. In the event the Company shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded).

Redemption Notice. In To call any Notes for Redemption, the event Issuer must (i) deliver to each Holder of such Notes, the Company shall elect to redeem Preferred Units pursuant to Trustee and the terms of Paragraph 4A(1), (2), or (3) the Company shall give Paying Agent a written notice of such redemption by first class mailRedemption (a “Redemption Notice”); and (ii) substantially contemporaneously therewith, postage prepaideither (x) issue a press release through such national newswire service as the Issuer then uses; (y) publish the same through such other widely disseminated public medium as the Issuer then uses, including its website; or by (z) file or furnish a reputable nationally recognized overnight courier serviceForm 8-K (or any successor form) with the SEC, prepaid in each case of clauses (x), (y) and preaddressed(z), sent not less than 20 days nor more than 60 containing the information set forth in the Redemption Notice. Such Redemption Notice must state: (i) that such Notes have been called for Redemption, briefly describing the Issuer’s Redemption right under this Indenture; (ii) the Redemption Date for such Redemption; (iii) the Redemption Price per $1,000 principal amount of Notes for such Redemption (and, if the Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to Section 4.03(F)); (iv) the name and address of the Paying Agent; (v) [Reserved]; (vi) [Reserved]; (vii) [Reserved]; and (viii) the CUSIP and ISIN numbers, if any, of the Notes. On or before the Redemption Notice Date, the Issuer will deliver a copy of such Redemption Notice to the Trustee and the Paying Agent. At the Issuer’s request, given in an Officer’s Certificate delivered to the Trustee at least five (5) days prior to the redemption daterequested date of delivery (or such shorter period of time as may be acceptable to the Trustee), to each Holder of Preferred Units. Each notice the Trustee shall state: (a) that give such notice is being given in the Issuer’s name; provided, however that in all cases, the text of such Redemption Notice shall be prepared by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Issuer.

Redemption Notice. In respect of any Optional Redemption of any Series or Class of Notes to be made out of amounts available for such purposes, the event the Company shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall Indenture Trustee will give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, Redemption Notice to each Holder Noteholder of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units Notes to be redeemed and the number of Preferred Units of such Holder to be redeemedeach Hedge Provider and Liquidity Facility Provider, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) provided that the Company’s obligation to redeem will be irrevocable subject only to consummation Indenture Trustee shall have been notified in writing by the Issuer or the Administrator in advance of the Payoff Transaction. Upon giving any such notice of redemptionRedemption Notice whether funds are or will, on the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in applicable Redemption Date, be available for such notice, subject Optional Redemption. Such Redemption Notice must be given at least ten (if applicable10) to consummation of any Payoff Transaction described in days but not more than sixty (60) days before such noticeRedemption Date. The Company shall keep each Holder of Preferred Units reasonably and timely informed of Each Redemption Notice must state (i) any deferral of the closing of a Payoff Transactionapplicable Redemption Date, (ii) the date Notes being redeemed (which may be some or all of a Series or Class, as permitted by Section 3.12 and any applicable Series Supplement) and, if applicable, the portion of the Outstanding Principal Balance of such Notes that is to be redeemed (and in respect thereof, the Redemption Price (less an amount equal to any portion thereof payable to the applicable Hedge Provider) will be distributed to the Noteholders of the applicable Notes pro rata in the same manner as partial repayments of principal on which such Payoff Transaction the Notes made pursuant to the Flow of Funds and the redemption are expected Indenture Trustee’s notice shall contain information to occurthat effect), (iii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date, (iv) the Redemption Price of the Notes to be redeemed, including a description of the portion thereof, if applicable, that is payable to the applicable Hedge Provider, (v) for an Optional Redemption of an entire Class or Series of Notes or of all Outstanding Notes, that the Notes to be redeemed must be surrendered (which action may be taken by any Noteholder of the Notes or its authorized agent) to the Indenture Trustee to collect the Redemption Price on such Notes (less an amount equal to any portion thereof payable to the applicable Hedge Provider), and (iiivi) any determination by that, unless the Company that efforts Issuer defaults in the payment of the Redemption Price, if any, interest on the portion of the Outstanding Principal Balance of the Notes called for redemption will cease to effect such Payoff Transaction have ceased or been abandoned (in which case accrue on and after the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Redemption Date.

Redemption Notice. In the event the Company shall elect to redeem Preferred Units connection with any redemption of Securities pursuant to this Article 7, the terms of Paragraph 4A(1), (2), or (3) Redemption Notice shall specify the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid Securities to be redeemed and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: : (a) the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such notice is being Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1)or, (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that at the Company’s obligation to redeem will be irrevocable subject only to consummation request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Payoff TransactionRedemption Notice shall be prepared by the Company. Upon giving In connection with any such notice of redemptionredemption pursuant to this Article 7, the Company shall become irrevocably obligated will, to redeem the total number of Preferred Units specified in such noticeextent required, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any deferral successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the closing purchase of a Payoff Transactionthe Securities, (ii) file the date on which such Payoff Transaction and related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the redemption are expected Company to occur, purchase the Securities under the Exchange Act and (iii) any determination by otherwise comply with all federal and state securities laws so as to permit the Company that efforts rights and obligations under this Article 7 to effect such Payoff Transaction have ceased or been abandoned (be exercised in which case the redemption notice given pursuant to time and in the manner specified in this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Article 7.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company shall elect to redeem Preferred (a “Redemption”) its Common Units (the “Redemption Right”) at any time beginning on the earlier of (A) 180 days after the Effective Time or (B) if such Member has entered into a contractual lock-up agreement with the underwriters in connection with the IPO and relating to the shares of the Corporation that may be applicable to such Member, the date such lock-up agreement has been waived or terminated as it applies to such Member; provided, however, that the Original Members shall be entitled to effect a Redemption pursuant to the terms IPO Common Unit Redemption Agreement of Paragraph 4A(1a number of their Common Units equal to the number of shares of Class A Common Stock needed by the Original Members to fulfill their obligations to sell shares of Class A Common Stock to the underwriters pursuant to the Underwriting Agreement, including in connection with any exercise by the underwriters of the Over-Allotment Option. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (2y) the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), or on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z), if the Units are certificated, issue to the Redeeming Member a certificate for a number of such redemption Common Units equal to the difference (if any) between the number of Common Units evidenced by first class mailthe certificate surrendered by the Redeeming Member pursuant to clause (B) of this Section 11.01(a)(i) and the Redeemed Units. (ii) Except as provided in Section 11.01(f), postage prepaid, or by any Redemption Date that occurs in a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent Restricted Taxable Year must be a Quarterly Redemption Date not less than 20 sixty (60) days after delivery of the applicable Redemption Notice. Except as provided in Section 11.01(f), any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (7) Business Days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: ten (a10) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation Business Days after delivery of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)applicable Redemption Notice.

Redemption Notice. In respect of any Optional Redemption of any Series or Class of Notes to be made out of amounts available for such purposes, the event the Company shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall Indenture Trustee will give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, Redemption Notice to each Holder of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units Notes to be redeemed and the number of Preferred Units of such Holder to be redeemedeach Hedge Provider and Liquidity Facility Provider, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) provided that the Company’s obligation to redeem will be irrevocable subject only to consummation Indenture Trustee shall have been notified in writing by the Issuer or the Administrator in advance of the Payoff Transaction. Upon giving any such notice of redemptionRedemption Notice whether funds are or will, on the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in applicable Redemption Date, be available for such notice, subject Optional Redemption. Such Redemption Notice must be given at least ten (if applicable10) to consummation of any Payoff Transaction described in days but not more than sixty (60) days before such noticeRedemption Date. The Company shall keep each Holder of Preferred Units reasonably and timely informed of Each Redemption Notice must state (i) any deferral of the closing of a Payoff Transactionapplicable Redemption Date, (ii) the date Notes being redeemed (which may be some or all of a Series or Class, as permitted by Section 3.12 and any applicable Series Supplement) and, if applicable, the portion of the Outstanding Principal Balance of such Notes that is to be redeemed (and in respect thereof, the Redemption Price (less an amount equal to any portion thereof payable to the applicable Hedge Provider) will be distributed to the Holders of the applicable Notes pro rata in the same manner as partial repayments of principal on which such Payoff Transaction the Notes made pursuant to the Flow of Funds and the redemption are expected Indenture Trustee’s notice shall contain information to occurthat effect), (iii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date, (iv) the Redemption Price of the Notes to be redeemed, including a description of the portion thereof, if applicable, that is payable to the applicable Hedge Provider, (v) for an Optional Redemption of an entire Class or Series of Notes or of all Outstanding Notes, that the Notes to be redeemed must be surrendered (which action may be taken by any Holder of the Notes or its authorized agent) to the Indenture Trustee to collect the Redemption Price on such Notes (less an amount equal to any portion thereof payable to the applicable Hedge Provider), and (iiivi) any determination by that, unless the Company that efforts Issuer defaults in the payment of the Redemption Price, if any, interest on the portion of the Outstanding Principal Balance of the Notes called for redemption will cease to effect such Payoff Transaction have ceased or been abandoned (in which case accrue on and after the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Redemption Date.

Redemption Notice. The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Redemption Notice by mail or any defect in the event the Company shall elect to redeem Preferred Units pursuant Redemption Notice to the terms Holder of Paragraph 4A(1), (2), any Note designated for redemption as a whole or (3) in part shall not affect the Company shall give written notice validity of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the proceedings for the redemption date, of any other Note. (a) Each Redemption Notice shall be given to each Holder of Preferred Units. Each notice Notes and shall state: : (ai) the Redemption Date (which must be a Business Day); (ii) the Redemption Price; (iii) in the case of a partial redemption, which Notes have been called for redemption; (iv) that on the Redemption Date, the Redemption Price will become due and payable upon each such notice is being Note, and that interest thereon, if any, shall cease to accrue on and after the Redemption Date; (v) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (vi) that Holders may surrender their Notes for conversion at any time prior to the Close of Business on the second Business Day immediately preceding the Redemption Date; (vii) the Settlement Method, Specified Dollar Amount (if applicable) and Observation Period which will apply to all conversions after the Company issues such Redemption Notice and on or prior to the second Business Day immediately preceding the Redemption Date; (viii) the procedures a converting Holder must follow to convert its Notes; (ix) the Conversion Rate and, if applicable, the number of Additional Shares under Section 4.06; and (x) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes. (b) A Redemption Notice shall be given by the Company or, at the Company’s request, by the Trustee in accordance with Paragraph 4A the name and at the expense of this Agreement and whether the Company; provided that the Company shall have delivered to the Trustee, at least five (5) Business Days before the Redemption Notice is required to be given (or such redemption is being effected pursuant shorter period agreed to Paragraph 4A(1by the Trustee), (2), or (3) (b) an Officer’s Certificate requesting that the date fixed for redemption (which date may Trustee give such notice and attaching the form of Redemption Notice and including the information to be described by reference to the date upon which the Payoff Transaction occurs), stated in such notice. (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption A Redemption Notice shall be deemed rescinded)irrevocable.

Redemption Notice. In the event the Company shall elect to redeem Preferred Units connection with any redemption of Securities pursuant to this Article 7, the terms of Paragraph 4A(1), (2), or (3) Redemption Notice shall specify the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid Securities to be redeemed and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: : (a) the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.16; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such notice is being Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1)or, (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that at the Company’s obligation to redeem will be irrevocable subject only to consummation request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Payoff TransactionRedemption Notice shall be prepared by the Company. Upon giving In connection with any such notice of redemptionredemption pursuant to this Article 7, the Company shall become irrevocably obligated will, to redeem the total number of Preferred Units specified in such noticeextent required, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any deferral successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the closing purchase of a Payoff Transactionthe Securities, (ii) file the date on which such Payoff Transaction and related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the redemption are expected Company to occur, purchase the Securities under the Exchange Act and (iii) any determination by otherwise comply with all federal and state securities laws so as to permit the Company that efforts rights and obligations under this Article 7 to effect such Payoff Transaction have ceased or been abandoned (be exercised in which case the redemption notice given pursuant to time and in the manner specified in this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Article 7.

Redemption Notice. In If the event Series A-1 Redemption Notice shall have been given, from and after the Company shall elect to redeem Preferred Units Series A-1 Redemption Date, unless the Partnership defaults in providing or securing funds sufficient for such redemption at the time and place specified for payment pursuant to the terms of Paragraph 4A(1)Series A-1 Redemption Notice, (2), or (3) the Company shall give written notice of all Series A-1 Distributions on such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Series A-1 Preferred Units to be redeemed shall cease and the number all rights of holders of such Series A-1 Preferred Units with respect to such Series A-1 Preferred Units shall cease, except the right to receive the Series A-1 Redemption Price, including any amount equal to declared and unpaid distributions to the Series A-1 Redemption Date, and such Series A-1 Preferred Units shall not thereafter be transferred on the books of the Series A-1 Transfer Agent or the Partnership, as the case may be, or be deemed to be outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Series A-1 Transfer Agent the interest income, if any, earned on such Holder funds deposited with the Series A-1 Transfer Agent (to the extent that such interest income is not required to pay the Series A-1 Redemption Price of the Series A-1 Preferred Units to be redeemed), (d) and the holders of any Series A-1 Preferred Units so redeemed shall have no claim to any such interest income. Any funds deposited with the Series A-1 Transfer Agent hereunder by the Partnership for any reason, including redemption priceof Series A-1 Preferred Units, (e) that remain unclaimed or unpaid after two years after the applicable Series A-1 Redemption Date or other payment date, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A-1 Holders entitled to such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject payment shall have recourse only to consummation the Partnership. Notwithstanding any Series A-1 Redemption Notice, there shall be no redemption of any Series A-1 Preferred Units called for redemption until funds sufficient to pay the full Series A-1 Redemption Price of such Series A-1 Preferred Units shall have been deposited by the Partnership with the Series A-1 Transfer Agent or, if the General Partner is acting in the capacity of the Payoff Transaction. Upon giving any such notice of redemptionSeries A-1 Transfer Agent, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination secured by the Company that efforts to effect General Partner for such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)purposes.

Redemption Notice. (a) In case the event Company exercises its right to redeem the Securities, in whole or in part, in accordance with, and subject to the conditions set forth in, Section 6.01(a), it shall fix a Business Day as the date for redemption (each, a “Redemption Date”). At least 40 days but not more than 60 days before a Redemption Date, the Company shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written mail a notice of such redemption (a “Redemption Notice”) by first first-class mail, postage prepaid, or by a reputable nationally recognized overnight courier serviceto the Trustee, prepaid the Paying Agent and preaddressedeach Holder of Securities to be redeemed. (b) The Redemption Notice shall specify the Securities to be redeemed and shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the then-current Conversion Rate; (iv) the name and address of the Paying Agent and Conversion Agent; (v) subject to Section 8.02(d), sent not less that Securities called for redemption may be converted at any time before the close of business on the Business Day immediately preceding the Redemption Date (at which time the right to convert such Securities will expire unless another condition for conversion shall be satisfied under this Indenture); (vi) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including, without limitation, compliance with Section 8.02(d); (vii) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (viii) if fewer than 20 days nor more than 60 all the Outstanding Securities are to be redeemed, the certificate numbers (if such Securities are Physical Securities) and Principal Amounts of the particular Securities to be redeemed; (ix) that, unless the Company defaults in making payment of such Redemption Price, interest will cease to accrue on and after the Redemption Date; and (x) the CUSIP number of the Securities. At the Company’s written request delivered at least 30 days prior to the redemption datedate such notice is to be given (unless a shorter time period shall be acceptable to the Trustee), the Trustee shall give the Redemption Notice to each Holder of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units Securities to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of name and at the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Company’s expense.

Redemption Notice. In Subject to the event provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company shall elect to redeem Preferred (a “Redemption”) its Common Units pursuant (the “Redemption Right”) at any time beginning on the earlier of (i) 180 days after the Effective Time or (ii) if such Member has entered into a contractual lock-up agreement with the underwriters in connection with the IPO relating to the terms shares of Paragraph 4A(1the Corporation owned by such Member, the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than seven (7) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (2the “Redemption Date”); provided that the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on (x) the Redeeming Member having entered into a valid and binding agreement with a third party for the sale of shares of Class A Common Stock that may be issued in connection with such proposed Redemption (whether in a tender or exchange offer, private sale or otherwise) and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Redeeming Member to such third party, (y) the closing of an announced merger, consolidation or other transaction in which the shares of Class A Common Stock that may be issued in connection with such proposed Redemption would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property and/or (z) the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), or on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date): (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail(x) cancel the Redeemed Units, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior (y) transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), and (2)z) if the Units are certificated, or (3) (b) the date fixed for redemption (which date may be described by reference issue to the date upon which the Payoff Transaction occurs), (c) the total Redeeming Member a certificate for a number of Preferred Common Units equal to be redeemed and the difference (if any) between the number of Preferred Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (A) of such Holder to be redeemed, (dthis Section 11.01(a) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Redeemed Units.

Redemption Notice. In the event the Company shall elect to redeem Preferred Units connection with any redemption of Securities pursuant to Section 7.01, the terms of Paragraph 4A(1), (2), or (3) Redemption Notice shall specify the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid Securities to be redeemed and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: : (a) the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may be converted at any time before the Closing of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such notice is being Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1)or, (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that at the Company’s obligation to redeem will be irrevocable subject only to consummation request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Payoff TransactionRedemption Notice shall be prepared by the Company. Upon giving In connection with any such notice of redemptionredemption pursuant to Section 7.01, the Company shall become irrevocably obligated will, to redeem the total number of Preferred Units specified in such noticeextent required, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any deferral successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the closing purchase of a Payoff Transactionthe Securities, (ii) file the date on which such Payoff Transaction and related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the redemption are expected Company to occur, purchase the Securities under the Exchange Act and (iii) any determination by otherwise comply with all federal and state securities laws so as to permit the Company that efforts rights and obligations under Section 7.01 to effect such Payoff Transaction have ceased or been abandoned (be exercised in which case the redemption notice given pursuant to this Paragraph 4A(5) time and in respect of such proposed redemption shall be deemed rescinded)the manner specified in Section 7.01.

Redemption Notice. In If the event Class B Redemption Notice shall have been given, then from and after the Company shall elect to redeem Preferred Units Class B Redemption Date, unless the Partnership defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the terms of Paragraph 4A(1)Class B Redemption Notice, (2), or (3) the Company shall give written notice of all Class B Preferred Unit Distributions on such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Class B Preferred Units to be redeemed shall cease to accumulate and the number all rights of Class B Preferred Holders of such Class B Preferred Units as Limited Partners with respect to such Class B Preferred Units shall cease, except the right to receive the Class B Redemption Price, plus an amount equal to all accumulated and unpaid distributions thereon to, but not including, the applicable Class B Redemption Date, regardless of whether declared, and such Class B Preferred Units shall not thereafter be transferred on the Partnership’s unit transfer books maintained by the registrar and Transfer Agent or be deemed to be Outstanding for any purpose whatsoever. The Class B Preferred Holders shall have no claim to the interest income, if any, earned on such funds deposited with the Paying Agent. Any funds deposited with the Paying Agent hereunder by the Partnership for any reason, including, but not limited to, redemption of Class B Preferred Units, that remain unclaimed or unpaid one year after the applicable Class B Redemption Date or other payment date, as applicable, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment, the Class B Preferred Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Class B Redemption Notice, there shall be no redemption of any Class B Preferred Units called for redemption until funds sufficient to pay the full Class B Redemption Price of such Holder to be redeemedClass B Preferred Units, (d) the redemption priceplus all accumulated and unpaid Class B Preferred Unit Distributions to, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionbut not including, the Company applicable Class B Redemption Date, regardless of whether declared, shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination have been deposited by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case Partnership with the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Paying Agent.

Redemption Notice. In the event the Company Notice of redemption (a “Redemption Notice”) shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption datebe given in accordance with Section 13.08, to each Holder of Preferred Units. Each Notes (with a copy to the Trustee if notice shall state: is given by the Company). (a) The Redemption Notice shall state: (i) the time at which a Holder’s right to exchange the Notes called for redemption will expire, which will be the Close of Business on the second Business Day immediately preceding the Redemption Date; (ii) the Redemption Date (which must be a Business Day); (iii) the Redemption Price, specifying whether a Make-Whole Premium is payable; (iv) that on the Redemption Date, the Redemption Price will become due and payable upon each such notice is being Note, and that interest thereon, if any, shall cease to accrue on and after said date; (v) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (vi) the Exchange Rate; (vii) whether the Company will pay any applicable Make-Whole Premium in cash, ADSs or a combination of cash and ADSs; and (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes. (b) A Redemption Notice shall be given by the Company or, at the Company’s request, by the Trustee in accordance with Paragraph 4A the name and at the expense of this Agreement and whether the Company; provided that the Company shall have delivered to the Trustee, at least five (5) Business Days before the Redemption Notice is required to be given (or such redemption is being effected pursuant shorter period agreed to Paragraph 4A(1by the Trustee), (2), or (3) (b) an Officer’s Certificate requesting that the date fixed for redemption (which date may Trustee give such notice and attaching the form of Redemption Notice and including the information to be described by reference to the date upon which the Payoff Transaction occurs), stated in such notice. (c) A Redemption Notice, if given in the total number manner herein provided, shall be conclusively presumed to have been duly given, whether or not a Holder receives such notice. In any case, a failure to give such Redemption Notice or any defect in the Redemption Notice to the Holder of Preferred Units to be redeemed and any Notes shall not affect the number validity of Preferred Units the proceedings for the redemption of such Holder to be redeemed, any other Notes. (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption A Redemption Notice shall be deemed rescinded)irrevocable.

Redemption Notice. In the event If the Company shall elect is obligated to redeem redeem, or elects to redeem, the Preferred Units Shares pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionArticle VI, the Company shall become irrevocably obligated deliver a notice of redemption (the “Redemption Notice”) to redeem the total Holders specifying the date for redemption (the “Redemption Date“), which date shall not be less than three (3) days after delivery of the Redemption Notice nor more than ninety (90) calendar days after delivery of the Redemption Notice. The Redemption Notice shall specify (A) the provision of Section 6.1 pursuant to which the redemption will occur; (B) the Redemption Date; (C) the Redemption Price; (D) that on the Redemption Date, if the Holder has not previously elected to convert Preferred Shares into Class A Common Stock, each Preferred Share shall automatically and without further action by the Holder thereof (and whether or not the certificates representing such Preferred Shares are surrendered) be redeemed for the Redemption Price; (E) that payment of the Redemption Price will be made to the Holder within five (5) business days of the Redemption Date to the account specified by such Holder to the Company in writing; (F) that the Holder’s right to elect to convert its Preferred Shares will end at 5:00 p.m. (New York City time) on the third Business Day immediately preceding the Redemption Date; and (G) the number of shares of Class A Common Stock (or, if applicable, the amount of Reference Property) and the amount of cash, if any, that a Holder would receive upon conversion of a Preferred Units specified Share if a Holder elects to convert its Preferred Shares prior to the Redemption Date. Notwithstanding the foregoing, the Redemption Notice delivered by the Company under this Section 6.2 in accordance with Section 8.6 shall be conclusively presumed to have been duly given at the time set forth therein, whether or not such Holder of Preferred Shares actually receives such notice, subject (if applicable) and neither the failure of a Holder to consummation of actually receive such notice given as aforesaid nor any Payoff Transaction described immaterial defect in such notice. The Company notice shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral affect the validity of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and proceedings for the redemption are expected to occur, and (iii) any determination by of the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Preferred Shares as set forth herein.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company shall elect to redeem Preferred its Class B Units pursuant at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock-up agreement in connection with the Arrangement Agreement or otherwise and relating to the terms shares of Paragraph 4A(1Pubco that may be applicable to such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify the number of Class B Units (the “Redeemed Units”), that the Redeeming Member intends to have the Company redeem and a date (2unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), (2)provided that, or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred if such Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionare certificated, the Company shall become irrevocably obligated issue to redeem the total Redeeming LEGAL\41134311\10 Member a certificate for a number of Preferred Class B Units specified in such notice, subject equal to the difference (if applicableany) between the number of Class B Units evidenced by the certificate surrendered by the Redeeming Member pursuant to consummation clause (B) of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably this Section 11.01(a)(i) and timely informed of (i) any deferral of the closing of a Payoff Transaction, Redeemed Units. (ii) Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the date on which such Payoff Transaction and applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (7) Business Days nor more than ten (10) Business Days after delivery of the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)applicable Redemption Notice.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company shall elect to redeem Preferred its Class B Units pursuant at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock- up agreement in connection with the Arrangement Agreement, Floating Share Arrangement Agreement, or otherwise and relating to the terms shares of Paragraph 4A(1Acreage or Pubco that may be applicable to such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify (i) the number of Class B Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem; provided that the proportion of Redeemed Units subject to a Redemption by a Redeeming Member must be 70% Class B Fixed Units and 30% Class B Floating Units; and (ii) a date (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (2y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), or on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), (2)provided that, or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred if such Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionare certificated, the Company shall become irrevocably obligated issue to redeem the total Redeeming Member a certificate for a number of Preferred Class B Units specified in such notice, subject equal to the difference (if applicableany) between the number of Class B Units evidenced by the certificate surrendered by the Redeeming Member pursuant to consummation clause (B) of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably this Section 11.01(a)(ii) and timely informed of (i) any deferral of the closing of a Payoff Transaction, Redeemed Units. (ii) Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company applicable Redemption Notice. Any Redemption Date that efforts to effect such Payoff Transaction have ceased or been abandoned (occurs in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall a year that is not a Restricted Taxable Year must be deemed rescinded).not less than seven

Redemption Notice. In the event the Company Notice of redemption (a “Redemption Notice”) shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption datebe given in accordance with Section 17.03, to each Holder of Preferred Units. Each notice shall state: Notes (with a copy to the Trustee) to be redeemed not more than 55 Scheduled Trading Days but not less than 35 Scheduled Trading Days (in accordance with the applicable procedures of the Depositary in the case of any Global Note) prior to the Redemption Date. (a) The Redemption Notice shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each such notice is being Note, and that interest thereon, if any, shall cease to accrue on and after said date; (iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (v) that Holders have a right to convert the Notes called for redemption upon satisfaction of the requirements set forth in this Indenture; (vi) the time at which the Holders’ right to convert the Notes called for redemption will expire, which will be the close of business on the Business Day immediately preceding the Redemption Date; (vii) the procedures a converting Holder must follow to convert its Notes; (viii) the Conversion Rate; and (ix) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes. (b) A Redemption Notice shall be given by the Company or, at the Company’s request, by the Trustee in accordance with Paragraph 4A the name and at the expense of this Agreement and whether the Company; provided that the Company shall have delivered to the Trustee, at least five Business Days before the Redemption Notice is required to be given (or such redemption is being effected pursuant shorter period agreed to Paragraph 4A(1by the Trustee), (2), or (3) (b) an Officer’s Certificate requesting that the date fixed for redemption (which date may Trustee give such notice and attaching the form of Redemption Notice and including the information to be described by reference to the date upon which the Payoff Transaction occurs), stated in such notice. (c) A Redemption Notice, if given in the total number manner herein provided, shall be conclusively presumed to have been duly given, whether or not a Holder receives such notice. In any case, a failure to give such Redemption Notice or any defect in the Redemption Notice to the Holder of Preferred Units to be redeemed and any Notes shall not affect the number validity of Preferred Units the proceedings for the redemption of such Holder to be redeemed, any other Notes. (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption A Redemption Notice shall be deemed rescinded)irrevocable.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member holding Class B Units (other than, if applicable, USCo) shall be entitled to cause the Company shall elect to redeem Preferred (a "Class B Unit Redemption") its Class B Units pursuant at any time beginning on the later of: (i) the one year anniversary of the Effective Time; and (ii) if such Member has entered into a contractual lock-up agreement in connection with the Public Listing and relating to the terms shares of Paragraph 4A(1Pubco that may be applicable to such Member, the date such lock-up agreement has been waived or terminated as it applies to such Member. For the avoidance of doubt, no Member holding Class B Units (other than, if applicable, USCo) shall be entitled to any Class B Unit Redemption prior to the one year anniversary of the Effective Time. A Member desiring to exercise its Redemption Right (the "Redeeming Member") shall exercise such right by giving written notice (the "Redemption Notice") to the Company with a copy to the Manager and to Pubco. The Redemption Notice shall specify the number of Class B Units (the "Redeemed Units"), that the Redeeming Member intends to have the Company redeem and a date (2unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the "Redemption Date"); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), (2)provided that, or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred if such Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionare certificated, the Company shall become irrevocably obligated issue to redeem the total Redeeming Member a certificate for a number of Preferred Class B Units specified in such notice, subject equal to the difference (if applicableany) between the number of Class B Units evidenced by the certificate surrendered by the Redeeming Member pursuant to consummation clause (B) of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably this Section 11.01(a)(i) and timely informed of (i) any deferral of the closing of a Payoff Transaction, Redeemed Units. (ii) Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the date on which such Payoff Transaction and applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (7) Business Days nor more than ten (10) Business Days after delivery of the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)applicable Redemption Notice.

Redemption Notice. The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Redemption Notice by mail or any defect in the event the Company shall elect to redeem Preferred Units pursuant Redemption Notice to the terms Holder of Paragraph 4A(1), (2), any Note designated for redemption as a whole or (3) in part shall not affect the Company shall give written notice validity of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the proceedings for the redemption date, of any other Note. (a) Each Redemption Notice shall be given to each Holder of Preferred Units. Each notice Notes and shall state: : (ai) the Redemption Date (which must be a Business Day); (ii) the Redemption Price; (iii) in the case of a partial redemption, which Notes have been called for redemption; (iv) that on the Redemption Date, the Redemption Price will become due and payable upon each such notice is being Note, and that interest thereon, if any, shall cease to accrue on and after the Redemption Date; (v) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (vi) that Holders may surrender their Notes for conversion at any time prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Redemption Date; (vii) [reserved]; (viii) the procedures a converting Holder must follow to convert its Notes and the Cash Percentage; (ix) the Conversion Rate and, if applicable, the number of Additional Shares under Section 4.06; and (x) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes. (b) A Redemption Notice shall be given by the Company or, at the Company’s request, by the Trustee in accordance with Paragraph 4A the name and at the expense of this Agreement and whether the Company; provided that the Company shall have delivered to the Trustee, at least five (5) Business Days before the Redemption Notice is required to be given (or such redemption is being effected pursuant shorter period agreed to Paragraph 4A(1by the Trustee), (2), or (3) (b) an Officer’s Certificate requesting that the date fixed for redemption (which date may Trustee give such notice and attaching the form of Redemption Notice and including the information to be described by reference to the date upon which the Payoff Transaction occurs), stated in such notice. (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption A Redemption Notice shall be deemed rescinded)irrevocable.

Redemption Notice. In Subject to the event provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company shall elect to redeem Preferred Units pursuant (a “Redemption”) its Common Units, other than any Excluded Unit (the “Redemption Right”), at any time beginning 180 days after the First A&R Effective Time. A Member desiring to exercise its Redemption Right (the “Redeeming Member”), shall exercise such right by giving written notice (the “Redemption Notice”) to the terms Company with a copy to the Corporation. The Redemption Notice shall specify the number of Paragraph 4A(1Common Units (including Equitized Units) (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than seven (7) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (2the “Redemption Date”); provided that the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that, at the election of the Redeeming Member, a Redemption Notice may be conditioned on (x) the Redeeming Member having entered into a valid and binding agreement with a third party for the sale of shares of Class A Common Stock that may be issued in connection with such proposed Redemption (whether in a tender or exchange offer, private sale or otherwise) and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Redeeming Member to such third party, (y) the closing of an announced merger, consolidation or other transaction in which the shares of Class A Common Stock that may be issued in connection with such proposed Redemption would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property and/or (z) the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(b), or on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date): (A) the Redeeming Member shall transfer and surrender the Redeemed Units and surrender any certificates representing the Redeemed Units duly endorsed in blank, free and clear of all liens and encumbrances, in each case, to the Company, and (B) the Company shall give written notice of such redemption by first class mail(x) cancel the Redeemed Units and any certificates representing the Redeemed Units, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior (y) transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), and (2)z) if the Redeemed Units are certificated, or (3) (b) the date fixed for redemption (which date may be described by reference issue to the date upon which the Payoff Transaction occurs), (c) the total Redeeming Member a certificate representing a number of Preferred Common Units equal to be redeemed and the difference (if any) between the number of Preferred Common Units represented by the certificate surrendered by the Redeeming Member pursuant to clause (A) of such Holder to be redeemed, (dthis Section 11.01(a) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Redeemed Units.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company shall elect to redeem Preferred its Class B Units pursuant at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock-up agreement in connection with the Arrangement Agreement, Floating Share Arrangement Agreement, or otherwise and relating to the terms shares of Paragraph 4A(1Acreage or Pubco that may be applicable to such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify (i) the number of Class B Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem; provided that the proportion of Redeemed Units subject to a Redemption by a Redeeming Member must be 70% Class B Fixed Units and 30% Class B Floating Units; and (ii) a date (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (2y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), or on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), (2)provided that, or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred if such Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionare certificated, the Company shall become irrevocably obligated issue to redeem the total Redeeming Member a certificate for a number of Preferred Class B Units specified in such notice, subject equal to the difference (if applicableany) between the number of Class B Units evidenced by the certificate surrendered by the Redeeming Member pursuant to consummation clause (B) of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably this Section 11.01(a)(ii) and timely informed of (i) any deferral of the closing of a Payoff Transaction, Redeemed Units. (ii) Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the date on which such Payoff Transaction and applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (7) Business Days nor more than ten (10) Business Days after delivery of the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)applicable Redemption Notice.

Redemption Notice. In the event the Company Notice of redemption (a “Redemption Notice”) shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption datebe given in accordance with Section 12.08, to each Holder of Preferred Units. Each notice shall state: Notes (with a copy to the Trustee). (a) The Redemption Notice shall state: (i) the Redemption Date (which must be a Business Day); (ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each such notice is being Note, and that interest thereon, if any, shall cease to accrue on and after said date; (iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (v) that Holders have a right to convert the Notes called for redemption upon satisfaction of the requirements set forth in this Indenture; (vi) the Settlement Method and Observation Period which will apply to all conversions after the Company issues such Redemption Notice and on or prior to the second Business Day immediately preceding the Redemption Date (the “Redemption Period”); (vii) the time at which the Holders’ right to convert the Notes called for redemption will expire, which will be the Close of Business on the second Business Day immediately preceding the Redemption Date; (viii) the procedures a converting Holder must follow to convert its Notes; (ix) the Conversion Rate and, if applicable, the number of Additional Shares under Section 4.06(a); and (x) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes. (b) A Redemption Notice shall be given by the Company or, at the Company’s request, by the Trustee in accordance with Paragraph 4A the name and at the expense of this Agreement and whether the Company; provided that the Company shall have delivered to the Trustee, at least five (5) Business Days before the Redemption Notice is required to be given (or such redemption is being effected pursuant shorter period agreed to Paragraph 4A(1by the Trustee), (2), or (3) (b) an Officer’s Certificate requesting that the date fixed for redemption (which date may Trustee give such notice and attaching the form of Redemption Notice and including the information to be described by reference to the date upon which the Payoff Transaction occurs), stated in such notice. (c) A Redemption Notice, if given in the total number manner herein provided, shall be conclusively presumed to have been duly given, whether or not a Holder receives such notice. In any case, a failure to give such Redemption Notice or any defect in the Redemption Notice to the Holder of Preferred Units to be redeemed and any Notes shall not affect the number validity of Preferred Units the proceedings for the redemption of such Holder to be redeemed, any other Notes. (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption A Redemption Notice shall be deemed rescinded)irrevocable.

Redemption Notice. In the event the Company Notice of redemption (a “Redemption Notice”) shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption datebe given, to each Holder of Preferred Units. Each notice shall state: Notes (with a copy to the Trustee) to be redeemed not more than 60 Scheduled Trading Days but not less than 30 days (in accordance with the applicable procedures of DTC in the case of any Global Note) prior to the Redemption Date. (a) The Redemption Notice shall state: 1. the Redemption Date; 2. the Redemption Price; 3. that on the Redemption Date, the Redemption Price will become due and payable upon each such notice is being Note, and that interest thereon, if any, shall cease to accrue on and after said date; 4. the place or places where such Notes are to be surrendered for payment of the Redemption Price; 5. that Holders have a right to convert the Notes called for redemption upon satisfaction of the requirements set forth in this Indenture; 6. the time at which the Holders’ right to convert the Notes called for redemption will expire, which will be the Close of Business on the Business Day immediately preceding the Redemption Date; 7. the procedures a converting Holder must follow to convert its Notes; 8. the Conversion Rate and, if applicable, the number of Additional Shares under Section 14.03 and 9. the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes. (b) A Redemption Notice shall be given by the Company or, at the Company’s request, by the Trustee in accordance with Paragraph 4A the name and at the expense of this Agreement and whether the Company; provided that the Company shall have delivered to the Trustee, at least five (5) Business Days before the Redemption Notice is required to be given (or such redemption is being effected pursuant shorter period agreed to Paragraph 4A(1by the Trustee), (2), or (3) (b) an Officer’s Certificate requesting that the date fixed for redemption (which date may Trustee give such notice and attaching the form of Redemption Notice and including the information to be described by reference to the date upon which the Payoff Transaction occurs), stated in such notice. (c) A Redemption Notice, if given in the total number of Preferred Units manner herein provided, shall be conclusively presumed to be redeemed and the number of Preferred Units of such have been duly given, whether or not a Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in receives such notice. The Company shall keep each In any case, a failure to give such Redemption Notice or any defect in the Redemption Notice to the Holder of Preferred Units reasonably and timely informed of (i) any deferral Notes shall not affect the validity of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and proceedings for the redemption are expected to occur, and (iii) of any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)other Notes.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company shall elect to redeem Preferred (a “Redemption”) its Common Units pursuant (the “Redemption Right”) at any time. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the terms Company with a copy to the Corporation. The Redemption Notice shall specify the number of Paragraph 4A(1Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (2y) the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), or on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail(x) cancel the Redeemed Units, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior (y) transfer to the redemption dateRedeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z), if the Units are certificated, issue to each Holder the Redeeming Member a certificate for a number of Preferred Units. Each notice shall state: Common Units equal to the difference (aif any) that such notice is being given between the number of Common Units evidenced by the Company in accordance with Paragraph 4A certificate surrendered by the Redeeming Member pursuant to clause (B) of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3Section 11.01(a)(i) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, Redeemed Units. (ii) Except as provided in Section 11.01(f), any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the date on which such Payoff Transaction and applicable Redemption Notice. Except as provided in Section 11.01(f), any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (7) Business Days nor more than ten (10) Business Days after delivery of the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)applicable Redemption Notice.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member holding Common Units (other than the PC Corp) shall be entitled to cause the Company shall elect to redeem Preferred (a “Common Unit Redemption”) its Common Units pursuant at any time beginning on the date hereof, unless such Member has entered into a contractual lock-up agreement in connection with the Public Listing and relating to the terms shares of Paragraph 4A(1Pubco that may be applicable to such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager and to PC Corp. The Redemption Notice shall specify the number of Common Units (the “ Redeemed Units”), that the Redeeming Member intends to have the Company redeem and a date (2unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager, PC Corp and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has delivered a timely Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), (2)provided that, or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred if such Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionare certificated, the Company shall become irrevocably obligated issue to redeem the total Redeeming Member a certificate for a number of Preferred Common Units specified in such notice, subject equal to the difference (if applicableany) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to consummation clause (B) of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably this Section 11.01(a)(i) and timely informed of (i) any deferral of the closing of a Payoff Transaction, Redeemed Units. (ii) Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company applicable Redemption Notice. Any Redemption Date that efforts to effect such Payoff Transaction have ceased or been abandoned (occurs in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall a year that is not a Restricted Taxable Year must be deemed rescinded).not less than seven

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member holding Common Units (other than USCo and USCo2) shall be entitled to cause the Company shall elect to redeem Preferred (a “Common Unit Redemption”) its Common Units pursuant at any time beginning on the date hereof, unless such Member has entered into a contractual lock-up agreement in connection with the Public Listing and relating to the terms shares of Paragraph 4A(1Pubco that may be applicable to such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager and to Pubco. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”), that the Redeeming Member intends to have the Company redeem and a date (2unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), (2)provided that, or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred if such Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionare certificated, the Company shall become irrevocably obligated issue to redeem the total Redeeming Member a certificate for a number of Preferred Common Units specified in such notice, subject equal to the difference (if applicableany) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to consummation clause (B) of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably this Section 11.01(a)(i) and timely informed of (i) any deferral of the closing of a Payoff Transaction, Redeemed Units. (ii) Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the date on which such Payoff Transaction and applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (7) Business Days nor more than ten (10) Business Days after delivery of the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)applicable Redemption Notice.

Redemption Notice. In the event Any notice of redemption given pursuant to Section 7(a) (“Redemption Notice”) will be given in writing by the Company shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or to each holder of record of Senior Preferred on the record date fixed for such redemption by a reputable nationally recognized overnight courier servicethe Board at such holder’s address as it appears on the stock books of the Company, prepaid and preaddressed, sent not less than 20 days provided that no failure to give such notice nor more than 60 days prior any deficiency therein will affect the validity of the procedure for redemption of any shares of Senior Preferred except as to the redemption date, holder or holders to each Holder of Preferred Units. Each notice shall state: (a) that whom the Company has failed to give such notice is or whose notice was defective. The Redemption Notice will state: (i) the redemption price; (ii) the total number of shares of Senior Preferred being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), redeemed; (2), or (3) (biii) the date fixed for redemption (by the Board, which date may be described by reference will occur within the applicable redemption period specified in Section 7(a) above (the “Redemption Date”); (iv) the place or places and manner in which the holder is to surrender his or her certificate(s) to the date upon which Company; and (v) that dividends on the Payoff Transaction occurs), (c) the total number shares of Senior Preferred Units to be redeemed and will cease to accumulate on the number of Preferred Units of such Holder to be redeemed, (d) Redemption Date unless the Company defaults on the redemption price. Upon surrender of the certificate(s) representing shares of Senior Preferred that are the subject of redemption pursuant to Section 7(a), duly endorsed (e) that or otherwise in proper form for transfer, as determined by the Company), in the manner and at the place designated in the Redemption Notice and on the Redemption Date, the full redemption price for such redemption shares will be funded by proceeds received from a Complete Exit Event or other transaction(spaid in cash to the Person whose name appears on such certificate(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on handas the owner thereof, and (f) that the Company’s obligation to redeem each surrendered certificate will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably canceled and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)retired.

Redemption Notice. In the event the Company Notice of redemption (a “Redemption Notice”) shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3be given in accordance with Section 12.08(c) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: Notes (with a copy to the Trustee). (a) The Redemption Notice shall state: (i) the Redemption Date (which must be a Business Day); (ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each such notice Note, and that interest thereon, if any, shall cease to accrue on and after said date; (iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (v) the time at which the Holders’ right to convert the Notes called for redemption will expire, which will be the Close of Business on the second Business Day immediately preceding the Redemption Date; (vi) the procedures a converting Holder must follow to convert its Notes, the Conversion Settlement Method, Make-Whole Settlement Method and, if applicable, the Cash Amount and Cash Make-Whole Premium Amount; (vii) the Conversion Rate and, if applicable, the number of Additional Shares under Section 4.04; (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and (ix) in case any Note is being to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. (b) A Redemption Notice shall be given by the Company or, at the Company’s request, by the Trustee in accordance with Paragraph 4A the name and at the expense of this Agreement and whether the Company; provided, that the Company shall have delivered to the Trustee, at least five Business Days before the Redemption Notice is required to be given (or such redemption is being effected pursuant shorter period agreed to Paragraph 4A(1by the Trustee), (2), or (3) (b) an Officer’s Certificate requesting that the date fixed for redemption (which date may Trustee give such notice and attaching the form of Redemption Notice and including the information to be described by reference to the date upon which the Payoff Transaction occurs), stated in such notice. (c) the total number of Preferred Units to A Redemption Notice shall be redeemed and the number of Preferred Units of such Holder to be redeemed, irrevocable. (d) A Redemption Notice, if given in the redemption pricemanner herein provided, (e) that such redemption will shall be funded by proceeds received from conclusively presumed to have been duly given whether or not a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in Holder receives such notice. The Company shall keep each In any case, a failure to give such Redemption Notice or any defect in the Redemption Notice to the Holder of Preferred Units reasonably and timely informed of (i) any deferral Notes shall not affect the validity of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and proceedings for the redemption are expected to occur, and (iii) of any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)other Notes.

Redemption Notice. (a) In case the event the Company shall elect Corporation exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Series A Convertible Preferred Units Stock pursuant to the terms of Paragraph 4A(1)Section ‎10.1, it shall fix a date for redemption (2)each, or (3a “Redemption Date”) the Company and it shall give written deliver a notice of such redemption by first class mail, postage prepaid, or by Optional Redemption (a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent “Redemption Notice”) not less than 20 days 10 nor more than 60 days Business Days prior to the redemption date, Redemption Date to each applicable Holder of Preferred Units(including notice to or through DTC, if applicable). Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) The Redemption Date must be a Business Day. (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company Each Redemption Notice shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of specify (i) any deferral the time and place of redemption and the closing applicable Redemption Price for the Series A Convertible Preferred Stock (or the method of a Payoff Transactiondetermination therefor), (ii) the date on which such Payoff Transaction and the redemption are expected Holder’s Conversion Rights pursuant to occurSection ‎7 hereof, and (iii) any determination the calculation of the Redemption Price, (iv) the proportion of the Redemption Price to be paid in cash and the proportion to be paid in shares of Common Stock and (iv) in case the Series A Convertible Preferred Stock is to be redeemed in part only, the number of shares of Series A Convertible Preferred Stock to be redeemed, and shall be delivered to each Holder in accordance with Section 12. (c) A Redemption Notice shall be irrevocable. (d) If fewer than all of the outstanding shares of Series A Convertible Preferred Stock are to be redeemed pursuant to Section ‎10.1, the Transfer Agent shall select the shares of Series A Convertible Preferred Stock to be redeemed (which such number shall be a whole number) by lot, on a pro rata basis or by another method the Transfer Agent considers to be fair and appropriate (or as required by the Company that efforts to effect procedures of DTC, if applicable). If any Series A Convertible Preferred Stock selected for partial redemption is submitted for conversion in part after such Payoff Transaction have ceased or been abandoned (in which case selection, the redemption notice given pursuant to this Paragraph 4A(5) in respect shares of such proposed redemption Series A Convertible Preferred Stock submitted for conversion shall be deemed rescinded)(so far as may be possible) to be the portion selected for redemption.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member holding Common Units (other than USCo and USCo2) shall be entitled to cause the Company shall elect to redeem Preferred (a “Common Unit Redemption”) its Common Units pursuant at any time beginning on the date hereof, unless such Member has entered into a contractual lock-up agreement in connection with the Public Listing and relating to the terms shares of Paragraph 4A(1Pubco that may be applicable to such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager and to Pubco. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”), that the Redeeming Member intends to have the Company redeem and a date (2unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), (2)provided that, or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred if such Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionare certificated, the Company shall become irrevocably obligated issue to redeem the total Redeeming Member a certificate for a number of Preferred Common Units specified in such notice, subject equal to the difference (if applicableany) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to consummation clause (B) of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably this Section 11.01(a)(i) and timely informed of (i) any deferral of the closing of a Payoff Transaction, Redeemed Units. (ii) Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company applicable Redemption Notice. Any Redemption Date that efforts to effect such Payoff Transaction have ceased or been abandoned (occurs in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall a year that is not a Restricted Taxable Year must be deemed rescinded).not less than seven

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company shall elect to redeem Preferred (a “Redemption”) its Common Units pursuant (the “Redemption Right”) at any time beginning on the date of the closing of the IPO. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the terms Company with a copy to the Corporation. The Redemption Notice shall specify the number of Paragraph 4A(1Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (2y) the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), or on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z), if the Units are certificated, issue to the Redeeming Member a certificate for a number of such redemption Common Units equal to the difference (if any) between the number of Common Units evidenced by first class mail, postage prepaid, or the certificate surrendered by the Redeeming Member pursuant to clause (B) of this Section 11.01(a)(i) and the Redeemed Units. (ii) Any Redemption Date that occurs in a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent Restricted Taxable Year must be a Quarterly Redemption Date not less than 20 sixty (60) days after delivery of the applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (7) Business Days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: ten (a10) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation Business Days after delivery of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)applicable Redemption Notice.

Redemption Notice. In the event the Company Notice of redemption (a “Redemption Notice”) shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written notice of such redemption be given by first first-class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: Notes to be redeemed at their addresses set forth in the Note Register or, in the case of Global Notes, electronically in accordance with the Applicable Procedures. (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company The Redemption Notice shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of state: (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which the Redemption Price will become due and payable upon each such Payoff Transaction and Note (the redemption are expected to occur, and “Redemption Date”) (which must be a Business Day); (ii) the Redemption Price; (iii) any determination that on the Redemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after said date; (iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (v) that Holders have a right to convert the Notes called for redemption upon satisfaction of the requirements set forth in the Indenture; (vi) the time at which the Holders’ right to convert the Notes called for redemption will expire, which will be the close of business on the Business Day immediately preceding the Redemption Date; (vii) the procedures a converting Holder must follow to convert its Notes; (viii) the Conversion Rate and, if applicable, the number of Additional Shares under Section 14.03; and (ix) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes. (b) A Redemption Notice shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company; provided that efforts the Company shall have delivered to effect the Trustee, at least five Business Days before the Redemption Notice is required to be sent (or such Payoff Transaction shorter period agreed to by the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the complete form of such notice and the information to be stated in such notice. (c) A Redemption Notice shall be irrevocable. (d) A Redemption Notice, if mailed in the manner herein provided, shall be conclusively presumed to have ceased been duly given, whether or been abandoned (not a Holder receives such notice. In any case, a failure to send such Redemption Notice or any defect in which case the Redemption Notice to the Holder of any Notes shall not affect the validity of the proceedings for the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)any other Notes.

Redemption Notice. In (1) MDC may exercise the event Redemption Right in respect of any Exchangeable Securities upon, in the Company shall elect to redeem Preferred Units pursuant to case of the terms Unit Redemption, 10 days' notice, or, in the case of Paragraph 4A(1)the Cash Redemption, (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid not more than 60 days' and preaddressed, sent not less than 20 days nor more than 60 days 30 days' notice to the relevant Holders of the Exchangeable Securities to be redeemed (either case being the "Redemption Notice") by personal delivery or by facsimile transmission, a copy of such Redemption Notice to be provided to the Trustee concurrently with its provision to the relevant Holders. The Redemption Notice shall also be given to "intermediaries" as such term is defined in National Instrument 54-101 of the Canadian Securities Administrators as soon as practicable. (2) The Redemption Notice shall state substantially as follows: (a) whether Holders are entitled to exercise their Exchange Right prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) Redemption Date; (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), that MDC's Redemption Right has been exercised; (c) the total number record date for determining the Holders who shall receive proceeds of Preferred Units to redemption which shall be redeemed and not more than three Business Days before the number of Preferred Units of such Holder to be redeemed, Redemption Date; (d) the redemption price, total principal amount of Exchangeable Securities in respect of which the Redemption Right is being exercised (which shall be the total principal amount of Exchangeable Securities then outstanding); (e) that such redemption will whether the Redemption Price is to be funded satisfied by proceeds received from a Complete Exit Event delivery of the Fund Unit Payment or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and by payment of the Fund Cash Payment; (f) that the Company’s obligation relevant Redemption Date; (g) that, except as provided in Subsection 6.1(2), the Exchangeable Securities cease to redeem will be irrevocable subject only to consummation accrue interest as of the Payoff Transaction. Upon giving any such notice Redemption Date, in the case of redemptiona Cash Redemption, and shall cease to accrue interest as of the last day of the month preceding the Redemption Date, in the case of a Unit Redemption; (h) that upon presentation and surrender of the Exchangeable Securities, if any, the Company shall become irrevocably obligated to redeem the total number of Preferred Units Holders will obtain payment as specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5Subsection 6.2(2)(e) in respect of Exchangeable Securities for which such proposed Holders have not theretofore exercised the Exchange Right and that such payment will be delivered to the Holder; (i) that all applicable withholding taxes will be withheld from payments made or property delivered in connection with the redemption shall or any exchange and the manner in which such taxes will be deemed rescinded)calculated; and (j) any other matters MDC and the Trustee may deem appropriate.

Redemption Notice. (a) In the event case the Company shall elect exercises its Optional Redemption right to redeem Preferred Units all or any portion of the Notes pursuant to Section 16.01, it shall fix a date for such Optional Redemption (each, a “Redemption Date”) and the terms of Paragraph 4A(1Company (or, at the Company’s written request (with such request including an Officer’s Certificate requesting that the Trustee give such Redemption Notice, setting forth the information to be stated in such Redemption Notice as provided in Section 16.02(c), and stating that all conditions precedent to the delivery of such Redemption Notice have been or will be complied with) received by the Trustee at least two Business Days prior to the date of giving the Redemption Notice (2or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company) shall deliver or (3) the Company shall give cause to be delivered a written notice of such redemption by first class mail, postage prepaid, or by Optional Redemption (a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent “Redemption Notice”) not less than 20 days 50 nor more than 65 Scheduled Trading Days prior to the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee), the Paying Agent (if other than the Trustee) and each Holder; provided that if, in accordance with Section 14.02, the Company elects to settle all conversions of Called Notes with a Conversion Date that occurs during the related Redemption Period by Physical Settlement, then the Company shall provide the Redemption Notice not less than 15 nor more than 60 calendar days before the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee), the Paying Agent (if other than the Trustee) and each Holder of Notes. The Redemption Date must be a Business Day, and the Company shall not specify a Redemption Date that falls on or after the 41st Scheduled Trading Day immediately preceding the Maturity Date. (b) The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to duly give such Redemption Notice or any defect in the Redemption Notice to the Holder of any Note designated for Optional Redemption as a whole or in part shall not affect the validity of the proceedings for the Optional Redemption of any other Note. (c) Each Redemption Notice shall specify: (i) the Redemption Date; (ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Redemption Date (except as provided in the parenthetical of the definition of Redemption Price); (iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (v) that Holders of Called Notes may surrender their Called Notes for conversion at any time prior to the redemption date, to each close of business on the second Scheduled Trading Day immediately preceding the Redemption Date; (vi) the procedures a converting Holder of Preferred Units. Each notice shall state: Called Notes must follow to convert its Called Notes and the Settlement Method and Specified Dollar Amount, if applicable; (avii) that such notice is being given by the Company Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), Section 14.03; (2), or (3) (bviii) the date fixed for redemption CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and (which date may ix) in case any Physical Note is to be described by reference to redeemed in part only, the date upon which portion of the Payoff Transaction occurs), (c) the total number of Preferred Units principal amount thereof to be redeemed and on and after the number of Preferred Units Redemption Date, upon surrender of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectivelyPhysical Note, a “Payoff Transaction”) or cash on hand, and (f) that new Physical Note in principal amount equal to the Company’s obligation to redeem will unredeemed portion thereof shall be irrevocable subject only to consummation of the Payoff Transactionissued. Upon giving Each Redemption Notice shall be irrevocable. Simultaneously with providing any such notice of redemptionRedemption Notice, the Company shall become irrevocably obligated to redeem issue a press release through such national newswire service as the total number of Preferred Units specified Company then uses containing the information set forth in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Redemption Notice.

Redemption Notice. In the event the Company shall elect 3.2.1 Subject to redeem Preferred Units pursuant to the terms of Paragraph 4A(1)Section 3.5, (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent at least 30 days but not less than 20 days nor more than 60 days prior before a Redemption Date, the Company shall mail or cause to the be mailed a notice of redemption date, to each Holder of Preferred Units. Each notice Securities (and to beneficial owners as required by applicable law) and to the Trustee to be redeemed at such Holder’s address as it appears on the Registrar’s books (the “Redemption Notice”). 3.2.2 The Redemption Notice shall identify the Securities (including CUSIP numbers) to be redeemed and shall state: : (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) Redemption Date; (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), Redemption Price; (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, then effective Conversion Rate; (d) the redemption price, name and address of the Trustee; (e) that such Securities called for redemption will must be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, presented and surrendered to the Trustee to collect the Redemption Price; (f) that Holders who wish to convert Securities must surrender such Securities for conversion no later than the close of business on the Business Day immediately preceding the Redemption Date and must satisfy the other requirements set forth in Article 4; (g) confirmation that the Current Market Price is at least 135% of the Conversion Price if the Company chooses to redeem the Securities pursuant to Section 3.5.1; (h) that, unless the Company has failed to make the payment of such Redemption Price which is due and payable, interest will cease to accrue on and after the Redemption Date; (i) a description of the procedures which a Holder must follow if it chooses to exercise its right to not have its Securities redeemed pursuant to Section 3.5.3; and (j) that Holders will be entitled to withdraw their election pursuant to Section 3.5.5 to not have Securities redeemed if the Company (if acting as its own Paying Agent), or the Trustee, receives, not later than the close of business on the Business Day immediately preceding the Redemption Date, a letter or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Holder, and a statement that such Holder is withdrawing its election to not have a specified principal amount of Securities redeemed, the certificate numbers of such Securities being withdrawn, if applicable, and the principal amount, if any, of the Securities that remain subject to the Notice of Election. 3.2.3 If any of the Securities to be redeemed is in the form of a Global Security, then the Company shall modify the Redemption Notice to the extent necessary to accord with the procedures of the Depository applicable to redemptions. At the Company’s obligation to redeem will written request, which request shall (1) be irrevocable subject only to consummation once given and (2) set forth all relevant information required by clauses (a) through (j) of the Payoff Transaction. Upon giving any such notice of redemptionSection 3.2.2, the Company Trustee shall become irrevocably obligated give the Redemption Notice to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder in the Company’s name and at the Company’s expense; provided, however, that in all cases, the text of Preferred Units reasonably such Redemption Notice shall be prepared by the Company; and timely informed of (i) any deferral of provided further that the closing of a Payoff Transaction, (ii) Company must make such request at least five Business Days prior to the date on by which such Payoff Transaction and Redemption Notice must be given to the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (Holders in which case the redemption notice given pursuant to accordance with this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Section 3.2.

Redemption Notice. In the event (a) Subject to Section 3.8, at least 30 days but not more than 60 days before a Redemption Date, the Company shall elect mail or cause to redeem Preferred Units pursuant be mailed a notice of redemption to each Holder of Securities (and to beneficial owners as required by applicable law) to be redeemed at such Holder's address as it appears on the terms of Paragraph 4A(1Registrar's books (the "Redemption Notice"), . (b) The Redemption Notice shall identify the Securities (including CUSIP numbers) to be redeemed and shall state: (1) the Redemption Date; (2)) the Redemption Price and if payment, whether in whole or in part, will be made in Shares; (3) the then effective Conversion Rate; (4) the name and address of each Paying Agent and Conversion Agent; (5) that Securities called for redemption must be presented and surrendered to a Paying Agent to collect the Redemption Price; (6) that Holders who wish to convert Securities must surrender such Securities for conversion no later than the close of business on the Business Day immediately preceding the Redemption Date and must satisfy the other requirements set forth in paragraph 12 of the Securities and Article IV; (7) that, unless the Company shall give written notice has failed to make the payment of such redemption by first class mailRedemption Price which is due and payable, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid interest will cease to accrue on and preaddressed, sent not less than 20 days nor more than 60 days prior to after the redemption date, to each Holder of Preferred Units. Each notice shall state: Redemption Date; (a) that such notice 8) if any Security is being given by redeemed in part, the Company in accordance with Paragraph 4A portion of this Agreement and whether the principal amount of such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units Security to be redeemed and that, after the number of Preferred Units Redemption Date, upon presentation and surrender of such Security, a new Security or Securities in aggregate principal amount equal to the unredeemed portion thereof will be issued; (9) if such Securities are being redeemed pursuant to Section 3.8, a description of the procedures which a Holder must follow if it chooses to exercise its right to not have its Securities redeemed; (10) if such Securities are being redeemed pursuant to Section 3.8, that Holders will be entitled to withdraw their election to not have Securities redeemed if the Company (if acting as its own Paying Agent), or the Paying Agent, receives, not later than the close of business on the Business Day immediately preceding the Redemption Date, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Holder, and a statement that such Holder is withdrawing its election to not have a specified principal amount of Securities redeemed, the certificate numbers of such Securities being withdrawn, if applicable, and the principal amount, if any, of the Securities that remain subject to the Notice of Election; and (11) if Certificated Securities have been issued and fewer than all the outstanding Securities are to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, certificate number and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation principal amounts of the Payoff Transaction. Upon giving particular Securities to be redeemed. (c) If any such notice of redemptionthe Securities to be redeemed is in the form of a Global Security, then the Company shall become irrevocably obligated modify the Redemption Notice to redeem the total number extent necessary to accord with the procedures of Preferred Units specified in such noticethe Depositary applicable to redemptions. At the Company's written request, subject which request shall (if applicable1) be irrevocable once given and (2) set forth all relevant information required by clauses (1) through (11) of Section 3.3(b), the Trustee shall give the Redemption Notice to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder in the Company's name and at the Company's expense; provided, however, that in all cases, the text of Preferred Units reasonably such Redemption Notice shall be prepared by the Company; and timely informed of (i) any deferral of provided further that the closing of a Payoff Transaction, (ii) Company must make such request at least five Business Days prior to the date on by which such Payoff Transaction and Redemption Notice must be given to the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (Holders in which case the redemption notice given pursuant to accordance with this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Section 3.3.

Redemption Notice. The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Redemption Notice by mail or any defect in the event the Company shall elect to redeem Preferred Units pursuant Redemption Notice to the terms Holder of Paragraph 4A(1), (2), any Note designated for redemption as a whole or (3) in part shall not affect the Company shall give written notice validity of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the proceedings for the redemption date, of any other Note. (a) Each Redemption Notice shall be given to each Holder of Preferred Units. Each notice Notes and shall state: : (ai) the Redemption Date (which must be a Business Day); (ii) the Redemption Price; (iii) that the Notes have been called for Optional Redemption, briefly describing the Company’s Optional Redemption right under this Indenture; (iv) that on the Redemption Date, the Redemption Price will become due and payable upon each such notice is being Note, and that interest thereon, if any, shall cease to accrue on and after the Redemption Date; (v) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (vi) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Business Day immediately preceding the applicable Redemption Date; (vii) the Cash Percentage, which will apply to all conversions after the Company issues such Redemption Notice and on or prior to the Business Day immediately preceding the Redemption Date; (viii) the procedures a converting Holder must follow to convert its Notes; (ix) the Conversion Rate and, if applicable, the number of Additional Shares under Section 14.03; and (x) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes. (b) A Redemption Notice shall be given by the Company or, at the Company’s request, by the Trustee in accordance with Paragraph 4A the name and at the expense of this Agreement and whether the Company; provided that the Company shall have delivered to the Trustee, at least three Business Days before the Redemption Notice is required to be given (or such redemption is being effected pursuant shorter period agreed to Paragraph 4A(1by the Trustee), (2), or (3) (b) an Officer’s Certificate requesting that the date fixed for redemption (which date may Trustee give such notice and attaching the form of Redemption Notice and including the information to be described by reference to the date upon which the Payoff Transaction occurs), stated in such notice. (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption A Redemption Notice shall be deemed rescinded)irrevocable.

Redemption Notice. In the event the Company Notice of redemption (a “Redemption Notice”) shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption datebe given in accordance with Section 17.03, to each Holder of Preferred Units. Each notice shall state: Notes (with a copy to the Trustee) to be redeemed not more than 70 Scheduled Trading Days but not less than 55 Scheduled Trading Days (in accordance with the applicable procedures of DTC in the case of any Global Note) prior to the Redemption Date. (a) The Redemption Notice shall state: (i) the Redemption Date (which must be a Business Day); (ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each such notice is being Note, and that interest thereon, if any, shall cease to accrue on and after said date; (iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (v) that Holders have a right to convert the Notes called for redemption upon satisfaction of the requirements set forth in this Indenture; (vi) the time at which the Holders’ right to convert the Notes called for redemption will expire, which will be the Close of Business on the Business Day immediately preceding the Redemption Date; 87 NY\7714988.8 (vii) the procedures a converting Holder must follow to convert its Notes; (viii) the Conversion Rate and, if applicable, the number of Additional Shares under Section 4.10; and (ix) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes. (b) A Redemption Notice shall be given by the Company or, at the Company’s request, by the Trustee in accordance with Paragraph 4A the name and at the expense of this Agreement and whether the Company; provided that the Company shall have delivered to the Trustee, at least five (5) Business Days before the Redemption Notice is required to be given (or such redemption is being effected pursuant shorter period agreed to Paragraph 4A(1by the Trustee), (2), or (3) (b) an Officer’s Certificate requesting that the date fixed for redemption (which date may Trustee give such notice and attaching the form of Redemption Notice and including the information to be described by reference to the date upon which the Payoff Transaction occurs), stated in such notice. (c) A Redemption Notice, if given in the total number manner herein provided, shall be conclusively presumed to have been duly given, whether or not a Holder receives such notice. In any case, a failure to give such Redemption Notice or any defect in the Redemption Notice to the Holder of Preferred Units to be redeemed and any Notes shall not affect the number validity of Preferred Units the proceedings for the redemption of such Holder to be redeemed, any other Notes. (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption A Redemption Notice shall be deemed rescinded)irrevocable.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member holding Common Units (other than the PC Corp) shall be entitled to cause the Company shall elect to redeem Preferred (a “Common Unit Redemption”) its Common Units pursuant unless such Member has entered into a contractual lock-up agreement in connection with the Public Listing and relating to the terms shares of Paragraph 4A(1Pubco that may be applicable to such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager and to PC Corp. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”), that the Redeeming Member intends to have the Company redeem and a date (2unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), or and (3y) the Company, the Manager, PC Corp and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), (2)provided that, or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred if such Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionare certificated, the Company shall become irrevocably obligated issue to redeem the total Redeeming Member a certificate for a number of Preferred Common Units specified in such notice, subject equal to the difference (if applicableany) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to consummation clause (B) of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably this Section 11.01(a)(i) and timely informed of (i) any deferral of the closing of a Payoff Transaction, Redeemed Units. (ii) Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the date on which such Payoff Transaction and applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (7) Business Days nor more than ten (10) Business Days after delivery of the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)applicable Redemption Notice.

Redemption Notice. In the event At least 25 Scheduled Trading Days but not more than 90 days before a Redemption Date, the Company shall elect to redeem Preferred Units pursuant or, at the Company’s request, the Trustee (provided that the Company provided the notice specified in Section 6.01 to the terms of Paragraph 4A(1Trustee not less than 45 days before the Redemption Date (unless the Trustee consents to a shorter period), (2), or (3) the Company shall give written mail a notice of such redemption (a “Redemption Notice”) by first first-class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, Holders of each Security to each Holder of Preferred Unitsbe redeemed. Each notice The Redemption Notice shall identify the Securities to be redeemed and shall state: : (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) Redemption Date; (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), Redemption Price; (c) the total number then existing Conversion Rate (d) the applicable Settlement Method for all conversions from and after the Redemption Notice; (e) the name and address of Preferred Units to be redeemed the Trustee, the Paying Agent and the number Conversion Agent; (f) that Securities called for redemption may be converted at any time before the close of Preferred Units business on the date that is one Business Day immediately prior to the Redemption Date; (g) that Holders who want to convert their Securities must satisfy the requirements for conversion set forth in the Securities and this Indenture; (h) that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; (i) if fewer than all of such Holder the outstanding Securities are to be redeemed, the certificate numbers, if any, and principal amounts of the particular Securities to be redeemed; and (dj) the redemption price, (eCUSIP/ ISIN number(s) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that of the Securities. At the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionrequest, the Trustee shall give the Redemption Notice in the Company’s name and at the Company’s expense, provided that the Company shall become irrevocably obligated makes such request at least three Business Days prior to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on by which such Payoff Transaction and the redemption are expected Redemption Notice must be given to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (holders in which case the redemption notice given pursuant to accordance with this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Section 6.03.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company shall elect to redeem Preferred its Class B Units pursuant at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock-up agreement in connection with the Arrangement Agreement or otherwise and relating to the terms shares of Paragraph 4A(1Acreage or Pubco that may be applicable to such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify (i) the number of Class B Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem; provided that the proportion of Redeemed Units subject to a Redemption by a Redeeming Member must be 70% Class B Fixed Units and 30% Class B Floating Units; and (ii) a date (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (2y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), or on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), (2)provided that, or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred if such Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionare certificated, the Company shall become irrevocably obligated issue to redeem the total Redeeming Member a certificate for a number of Preferred Class B Units specified in such notice, subject equal to the difference (if applicableany) between the number of Class B Units evidenced by the certificate surrendered by the Redeeming Member pursuant to consummation clause (B) of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably this Section 11.01(a)(ii) and timely informed of (i) any deferral of the closing of a Payoff Transaction, Redeemed Units. (ii) Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the date on which such Payoff Transaction and applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (7) Business Days nor more than ten (10) Business Days after delivery of the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)applicable Redemption Notice.

Redemption Notice. In the event the Company Notice of redemption (a “Redemption Notice”) shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1be given in accordance with Section 12.08(c), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: Notes (with a copy to the Trustee). (a) The Redemption Notice shall state: (i) the Redemption Date (which must be a Business Day); (ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each such notice is being Note, and that interest thereon, if any, shall cease to accrue on and after said date; (iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (v) that Holders have a right to convert the Notes called for redemption upon satisfaction of the requirements set forth in this Indenture; (vi) the time at which the Holders’ right to convert the Notes called for redemption will expire, which will be the Close of Business on the second Business Day immediately preceding the Redemption Date; (vii) the procedures a converting Holder must follow to convert its Notes; (viii) the Conversion Rate and, if applicable, the number of Additional Shares under Section 4.06; and (ix) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes. (b) A Redemption Notice shall be given by the Company or, at the Company’s request, by the Trustee in accordance with Paragraph 4A the name and at the expense of this Agreement and whether the Company; provided that the Company shall have delivered to the Trustee, at least five (5) Business Days before the Redemption Notice is required to be given (or such redemption is being effected pursuant shorter period agreed to Paragraph 4A(1by the Trustee), (2), or (3) (b) an Officer’s Certificate requesting that the date fixed for redemption (which date may Trustee give such notice and attaching the form of Redemption Notice and including the information to be described by reference to the date upon which the Payoff Transaction occurs), stated in such notice. (c) the total number of Preferred Units to A Redemption Notice shall be redeemed and the number of Preferred Units of such Holder to be redeemed, irrevocable. (d) A Redemption Notice, if given in the redemption pricemanner herein provided, (e) that such redemption will shall be funded by proceeds received from conclusively presumed to have been duly given, whether or not a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in Holder receives such notice. The Company shall keep each In any case, a failure to give such Redemption Notice or any defect in the Redemption Notice to the Holder of Preferred Units reasonably and timely informed of (i) any deferral Notes shall not affect the validity of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and proceedings for the redemption are expected to occur, and (iii) of any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)other Notes.

Redemption Notice. (a) In case the event the Company shall elect Corporation exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Series B Convertible Preferred Units Stock pursuant to the terms of Paragraph 4A(1)Section 10.1, it shall fix a date for redemption (2)each, or (3a “Redemption Date”) the Company and it shall give written deliver a notice of such redemption by first class mail, postage prepaid, or by Optional Redemption (a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent “Redemption Notice”) not less than 20 days 10 nor more than 60 days Business Days prior to the redemption date, Redemption Date to each applicable Holder of Preferred Units(including notice to or through DTC, if applicable). Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) The Redemption Date must be a Business Day. (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company Each Redemption Notice shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of specify (i) any deferral the time and place of redemption and the closing applicable Redemption Price for the Series B Convertible Preferred Stock (or the method of a Payoff Transactiondetermination therefor), (ii) the date on which such Payoff Transaction and the redemption are expected Holder’s Conversion Rights pursuant to occurSection 7 hereof, and (iii) any determination the calculation of the Redemption Price, (iv) the proportion of the Redemption Price to be paid in cash and the proportion to be paid in shares of Common Stock and (iv) in case the Series B Convertible Preferred Stock is to be redeemed in part only, the number of shares of Series B Convertible Preferred Stock to be redeemed, and shall be delivered to each Holder in accordance with Section 12. (c) A Redemption Notice shall be irrevocable. (d) If fewer than all of the outstanding shares of Series B Convertible Preferred Stock are to be redeemed pursuant to Section 10.1, the Transfer Agent shall select the shares of Series B Convertible Preferred Stock to be redeemed (which such number shall be a whole number) by lot, on a pro rata basis or by another method the Transfer Agent considers to be fair and appropriate (or as required by the Company that efforts to effect procedures of DTC, if applicable). If any Series B Convertible Preferred Stock selected for partial redemption is submitted for conversion in part after such Payoff Transaction have ceased or been abandoned (in which case selection, the redemption notice given pursuant to this Paragraph 4A(5) in respect shares of such proposed redemption Series B Convertible Preferred Stock submitted for conversion shall be deemed rescinded)(so far as may be possible) to be the portion selected for redemption.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member holding Common Units (other than the PC Corp) shall be entitled to cause the Company shall elect to redeem Preferred (a “Common Unit Redemption”) its Common Units pursuant at any time beginning on the date hereof, unless such Member has entered into a contractual lock-up agreement in connection with the Public Listing and relating to the terms shares of Paragraph 4A(1Pubco that may be applicable to such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager and to PC Corp. The Redemption Notice shall specify the number of Common Units (the “ Redeemed Units”), that the Redeeming Member intends to have the Company redeem and a date (2unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager, PC Corp and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has delivered a timely Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), (2)provided that, or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred if such Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionare certificated, the Company shall become irrevocably obligated issue to redeem the total Redeeming Member a certificate for a number of Preferred Common Units specified in such notice, subject equal to the difference (if applicableany) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to consummation clause (B) of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably this Section 11.01(a)(i) and timely informed of (i) any deferral of the closing of a Payoff Transaction, Redeemed Units. (ii) Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the date on which such Payoff Transaction and applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (7) Business Days nor more than ten (10) Business Days after delivery of the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)applicable Redemption Notice.

Redemption Notice. In To: Holders of 6% Convertible Unsecured Debentures due [November —], 2020 (the event “Debentures”) of BlackBerry Limited (“BlackBerry”) (the Company shall elect to redeem Preferred Units “Issuer”) Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated. Notice is hereby given pursuant to section 3.8 of the terms Indenture dated as of Paragraph 4A(1[November —], 2013 (the “Indenture”) made between the Issuer, the Guarantors and [—] as trustee (the “Trustee”), that $<*> principal amount of Debentures outstanding will be redeemed as of <*> (2the “Redemption Date”), or (3) the Company shall give written notice upon payment of such a redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior amount equal to the redemption date, to each Holder of Preferred Units. Each notice shall state: (a) that such notice is principal amount being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference equal to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed aggregate of (i) any deferral $1,000 for each $1,000 principal amount of the closing of a Payoff Transaction, Debentures and (ii) all accrued and unpaid interest thereon to but excluding the date Redemption Date (collectively, the “Redemption Amount”). The Redemption Amount will be payable upon presentation and surrender of the Debentures presented for redemption at the following corporate trust office: [—] Attention: [—] The interest upon the principal amount of Debentures presented for redemption shall cease to be payable from and after the Redemption Date, unless [payment of the Redemption Amount shall not be made][the Common Shares shall not be delivered] on which presentation for surrender of such Payoff Transaction Debentures at the above-mentioned corporate trust office on or after the Redemption Date. Holders are reminded that a Permitted Conversion Period has been triggered and they have the redemption are expected right to occurconvert their Debentures pursuant to Article 5 of the Indenture prior to the close of business on the third Business Day immediately preceding the Redemption Date by duly completing the Conversion Notice and delivering same at the place of business of the Trustee indicated above. BlackBerry Limited Computershare Trust Company of Canada Re: Transfer of Debentures Reference is hereby made to the Indenture, dated as of November [4], 2013 (the “Indenture”), among BlackBerry Limited, as issuer (the “Company”), and Computershare Trust Company of Canada, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (iiithe “Transferor”) any determination by owns and proposes to transfer the Company that efforts Debentures or interests in such Debentures specified in Annex A hereto, in the principal amount of $ (the “Transfer”), to effect such Payoff Transaction have ceased or been abandoned (the “Transferee”), as further specified in which case Annex A hereto. In connection with the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded).Transfer, the Transferor hereby certifies that:

Redemption Notice. In the event the Company Notice of redemption (a “Redemption Notice”) shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written notice of such redemption be given by first first-class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: Notes to be redeemed at their addresses set forth in the Register. (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company The Redemption Notice shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of state: (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which the Redemption Price will become due and payable upon each such Payoff Transaction and Note (the redemption are expected to occur, and "Redemption Date") (which must be a Business Day); (ii) the Redemption Price; (iii) any determination that on the Redemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after said date; (iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (v) that Holders have a right to convert the Notes called for redemption upon satisfaction of the requirements set forth in the Indenture; (vi) the time at which the Holders' right to convert the Notes called for redemption will expire, which will be the Close of Business on the second Business Day immediately preceding the Redemption Date; (vii) the procedures a converting Holder must follow to convert its Notes; (viii) the Conversion Rate and, if applicable, the number of Additional Shares under Section 4.07 hereof; and (ix) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes. (b) A Redemption Notice shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company; provided that efforts the Company shall have delivered to effect the Trustee, at least five (5) Business Days before the Redemption Notice is required to be mailed (or such Payoff Transaction shorter period agreed to by the Trustee), an Officer's Certificate requesting that the Trustee give such notice and setting forth the complete form of such notice and the information to be stated in such notice. (c) A Redemption Notice shall be irrevocable. (d) A Redemption Notice, if mailed in the manner herein provided, shall be conclusively presumed to have ceased been duly given, whether or been abandoned (not a Holder receives such notice. In any case, a failure to give such Redemption Notice by mail or any defect in which case the Redemption Notice to the Holder of any Notes shall not affect the validity of the proceedings for the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)any other Notes.