Common use of Redemption Rights Clause in Contracts

Redemption Rights. 3.1 Upon the occurrence of a Redemption Event, the Preference Shares shall, subject to any restrictions set out in the Act, be redeemed on the terms set out in the Intercreditor Agreement (if applicable) and this article 3 of the Articles on a pro rata basis. 3.2 The Company may elect to redeem the Preference Shares at any time at their Issue Price (a “Voluntary Redemption Event”). 3.3 The Company shall redeem the Preference Shares at their Issue Price, in the amounts and at the times specified in the Intercreditor Agreement (a “Company Mandatory Redemption Event”). 3.4 Subject to the provisions of the Intercreditor Agreement and the Act, the Majority Preference Shareholders shall have the right to call for mandatory redemption by the Company of all outstanding Preference Shares at the Issue Price, such right exercisable in the event that there is a breach by the Company or any of its subsidiaries of any of their respective obligations under clause [3.5] (Restricted Payments) and/or clause [3.6] (Excess Cash Sweep) of the Intercreditor Agreement which has not been cured within 60 days following notice of such breach (a “Shareholder Mandatory Redemption Event”). In order to exercise the foregoing mandatory redemption right, the Majority Preference Shareholders shall give notice in writing to the Company of the Shareholder Mandatory Redemption Event and their exercise of the right to call for mandatory redemption of all of the outstanding Preference Shares (the “Shareholder Mandatory Redemption Notice”). The Shareholder Mandatory Redemption Notice shall specify the date fixed for redemption, being a Business Day not less than [10] Business Days following the date of such Shareholder Mandatory Redemption Notice. Following a Shareholder Mandatory Redemption Notice, and notwithstanding section 62 of the Act, until such time as the Preference Shareholders have received payment of the Issue Price for all outstanding Preference Shares, the Preference Shareholders shall remain on the register of Members of the Company and the mandatory redemption process shall not be complete. The Company acknowledges that failure to redeem all of the outstanding Preference Shares at the Issue Price on the date fixed for redemption under a Shareholder Mandatory Redemption Notice would be grounds for a winding up of the Company on “just and equitable” grounds. 3.5 Where Preference Shares are to be redeemed in accordance with article 3.4 of the Articles, the Company shall redeem such Preference Shares on a Business Day no later than 30 days following the date of the Shareholder Mandatory Redemption Notice. 3.6 Where Preference Shares are to be redeemed in accordance with article 3.2 or 3.3 of the Articles, the Company shall give to the holders of the Preference Shares falling to be redeemed prior notice in writing of the redemption, which notice shall be issued no later than [20] Business Days following a Voluntary Redemption Event or Company Mandatory Redemption Event (a “Redemption Notice”). The Redemption Notice shall specify the particular Preference Shares to be redeemed and the date fixed for redemption which shall be not more than [30] days following the date of the Redemption Notice. 3.7 If the Company is unable, because of the Available Sum being insufficient to redeem in full the relevant number of Preference Shares on the date fixed for redemption (under a Redemption Notice), the Company shall redeem as many of such Preference Shares as can lawfully and properly be redeemed and the Company shall redeem the balance as soon as it is lawfully and properly able to do so. 3.8 If the Company is at any time redeeming fewer than all the Preference Shares from time to time in issue, the number of Preference Shares to be redeemed shall be apportioned between Preference Shareholders pro rata according to the number of Preference Shares held by them respectively at the date fixed for redemption. 3.9 On the date fixed for redemption (under a Redemption Notice or a Shareholder Mandatory Redemption Notice (as applicable)), each of the holders of the Preference Shares falling to be redeemed shall be bound to deliver to the Company, at the Company’s registered office, (i) the certificate(s) for such Preference Shares (or an indemnity, in a form reasonably satisfactory to the Board, in respect of any lost certificate) in order that the same may be cancelled, and (ii) any instrument of transfer requested by the Company. Upon such delivery, the Company shall pay to the holder (or, in the case of any joint holders, to the holder whose name stands first in the Company’s register of Members in respect of such Preference Shares) the amount due to it in respect of such redemption against delivery of a proper receipt for the redemption monies. Upon payment of the redemption price by the Company in respect of any Preference Shares as set out in the Intercreditor Agreement or article 3 of the Articles, the redeemed Preference Share shall be cancelled and the register of Members of the Company shall be updated to show such Preference Share as being so redeemed and cancelled. 3.10 If any certificate delivered to the Company pursuant to article 3.9 of the Articles includes any Preference Shares not falling to be redeemed on the date fixed for redemption (under a Redemption Notice), a new certificate in respect of those Preference Shares shall be issued to the holder(s) thereof as soon as practicable thereafter (and, in any event, within 3.11 There shall be paid on the redemption of each Preference Share an amount equal to 100% of the redemption price for such Preference Share, subject to the Company having an Available Sum or other monies which may be lawfully applied for such redemption. 3.12 If the Company fails or is unable to redeem any of the Preference Shares in full on the date due for redemption (under a Redemption Notice or a Shareholder Mandatory Redemption Notice (as applicable)) for any reason whatsoever, any Available Sum (or other monies which may lawfully be applied for the purpose of redeeming such Preference Shares) shall be applied in the order of priority specified in article 1.1 of the Articles. 3.13 Notwithstanding the foregoing, certain proposed business separation arrangements between the Company and the Trading Co Group may result in certain intercompany payables, loans and other outstanding balances owed to the Trading Co Group being subordinated to the Preference Shares. 3.14 Sections 60 (Process for acquisition of own shares), 61 (Offer to one or more shareholders) and 62 (Shares redeemed otherwise than at the option of company) of the Act shall not apply to the Company.

Redemption Rights. 3.1 Upon the occurrence of a Redemption Event, the Preference Shares shall, subject to any restrictions set out in the Act, be redeemed on the terms set out in the Intercreditor Agreement (if applicablei) and this article 3 of the Articles on a pro rata basis. 3.2 The Company may elect to redeem the Preference Shares at any time at their Issue Price (a “Voluntary Redemption Event”). 3.3 The Company shall redeem the Preference Shares at their Issue Price, in the amounts and at the times specified in the Intercreditor Agreement (a “Company Mandatory Redemption Event”). 3.4 Subject to the provisions of the Intercreditor Agreement and the Act, the Majority Preference Shareholders A Haitong Shareholder shall have the right (but not the obligation) to call for mandatory redemption by request the Company of all outstanding Preference Shares at the Issue Price, such right exercisable in the event that there is a breach by the Company or any of its subsidiaries of any of their respective obligations under clause [3.5] (Restricted Payments) and/or clause [3.6] (Excess Cash Sweep) of the Intercreditor Agreement which has not been cured within 60 days following notice of such breach (a “Shareholder Mandatory Redemption Event”). In order to exercise the foregoing mandatory redemption right, the Majority Preference Shareholders shall give notice in writing to the Company of the Shareholder Mandatory Redemption Event and their exercise of the right to call for mandatory redemption of all of the outstanding Preference Shares (the “Shareholder Mandatory Redemption Notice”). The Shareholder Mandatory Redemption Notice shall specify the date fixed for redemption, being a Business Day not less than [10] Business Days following the date of such Shareholder Mandatory Redemption Notice. Following a Shareholder Mandatory Redemption Notice, and notwithstanding section 62 of the Act, until such time as the Preference Shareholders have received payment of the Issue Price for all outstanding Preference Shares, the Preference Shareholders shall remain on the register of Members of the Company and the mandatory redemption process shall not be complete. The Company acknowledges that failure to redeem all of the outstanding Preference Ordinary Shares at held by such Haitong Shareholder which were converted from the Issue Price on Notes in the date fixed for redemption under a Shareholder Mandatory event (the “Haitong Redemption Notice would be grounds for a winding up Event”) that the Company has not completed the Qualified IPO satisfying the requirement of Haitong Specified Pre-money Valuation (calculated as the total number of shares of the Company outstanding prior to the Qualified IPO multiplied by the final price per share in the Qualified IPO) within three (3) years after the first Conversion Date of all or part of the Notes or, with the consent of such Haitong Shareholder, within five (5) years after the first Conversion Date of all or part of the Notes. The redemption price for such Haitong Shareholder (the “Haitong Redemption Price”) shall be (i) the principal amount (the “Principal Amount”) of the Notes which had been converted into the Ordinary Shares that such Haitong Shareholder has requested the Company to redeem plus (ii) a premium which in aggregate with the Principal Amount, will provide such Haitong Shareholder with an IRR of 8% per annum on the Principal Amount, calculated from the Conversion Date of the Notes (or, where applicable, each Conversion Date of the relevant part of the Notes) to the date that Haitong Redemption Price has been fully paid. Subject to the conditions and terms mentioned above, the Company shall, promptly and in any event within five (5) Business Days after the Haitong Redemption Event occurs, deliver a written notice (the “just Redemption Reminder Notice”) in the form set forth in Part I of Exhibit I attached hereto to all the Haitong Shareholders. In the event that a Haitong Shareholder elects to exercise its redemption right hereunder, it shall deliver a written notice of redemption (the “Redemption Notice”) in the form set forth in Part II of Exhibit I attached hereto to the Company within three (3) months after the receipt of the Redemption Reminder Notice. For the avoidance of doubt, if the Company fails to deliver the Redemption Reminder Notice to the Haitong Shareholders upon the occurrence of a Haitong Redemption Event, a Haitong Shareholder will not be time-barred by the aforesaid 3 months’ notice and equitable” groundsit may deliver the Redemption Notice to the Company to request the Company to redeem all of its Ordinary Shares at any time after the Haitong Redemption Event occurs. The Company shall, and all the Parties shall procure the Company to, within thirty (30) days after receiving the Redemption Notice from a Haitong Shareholder, complete the purchase of all of the Ordinary Shares then held by such Haitong Shareholder at the Haitong Redemption Price. In the event that the Company’s assets or funds which are then legally available are insufficient to pay in full all the redemption payments payable to all the relevant Shareholders having redemption rights under this Section 5.3, those assets or funds of the Company which are then legally available shall be firstly used to pay the redemption price on a pro rata basis (as fully converted) among each of Preferred Shareholders, Haitong Shareholders and A2 Ordinary Investors in respect of the Shares requested to be redeemed, to the extent permitted by Applicable Laws. Such assets or funds of the Company shall not be used to pay the redemption prices to other Shareholders under this Section 5.3 unless and until redemption payments payable to the Preferred Shareholders, Haitong Shareholders and A2 Ordinary Investors pursuant to the terms of this Agreement and other Transaction Documents have been made in full. 3.5 Where Preference (ii) Each A2 Ordinary Investors shall be entitled to request the Company to redeem all or portion of Ordinary Shares are held by such A2 Ordinary Investor by December 31, 2017 (the “A2 Redemption Start Date”). The redemption price per share for such A2 Ordinary Investors (the “A2 Ordinary Redemption Price”) shall be the Original A2 Ordinary Share Purchase Price plus an annualized rate of return of twelve percent (12%) (calculated from the Closing Date to the actual payment date of the A2 Ordinary Redemption Price). Within 30 days after the receipt of a written notice of redemption from such A2 Ordinary Investor(s) to be redeemed in accordance with article 3.4 of the Articlesredeemed, the Company shall redeem all or part of A2 Ordinary Shares held by such Preference Shares on a Business Day no later than 30 days following the date A2 Ordinary Investors legally available therefor including capital. The Board and other Shareholders of the Shareholder Mandatory Redemption Notice. 3.6 Where Preference Shares are to be redeemed in accordance with article 3.2 or 3.3 of the Articles, the Company shall give to the holders of the Preference Shares falling to be redeemed prior notice in writing of the redemption, which notice help for such redemption unconditionally. (iii) The Lead Ordinary Investor and SHENZHEN ZZX shall be issued no later than [20] Business Days following a Voluntary Redemption Event or Company Mandatory Redemption Event (a “Redemption Notice”). The Redemption Notice shall specify the particular Preference Shares entitled to be redeemed and the date fixed for redemption which shall be not more than [30] days following the date of the Redemption Notice. 3.7 If request the Company is unable, because of the Available Sum being insufficient to redeem in full all or portion of Ordinary Shares held by such Ordinary Investor if by December 31, 2016 (the relevant number of Preference Shares on the date fixed for redemption (under a “A1 Redemption NoticeStart Date”), the Company shall redeem as many of such Preference Shares as can lawfully and properly be redeemed and the Company shall redeem the balance as soon as it is lawfully and properly able to do so. 3.8 If the Company is at any time redeeming fewer than all the Preference Shares from time to time in issue, the number of Preference Shares to be redeemed shall be apportioned between Preference Shareholders pro rata according to the number of Preference Shares held by them respectively at the date fixed for redemption. 3.9 On the date fixed for redemption (under a Redemption Notice or a Shareholder Mandatory Redemption Notice (as applicable)), each have not fulfilled either of the holders of the Preference Shares falling to be redeemed shall be bound to deliver to the Company, at the Company’s registered office, following: (i) having signed the certificate(s) share purchase agreement with investors for such Preference Shares purchase of certain series B shares or other class of shares named then (or an indemnitywith the subscription amount of no less than 10 million US dollars), in a form reasonably satisfactory pursuant to which the Board, in respect of any lost certificate) in order that the same may be cancelled, and (ii) any instrument of transfer requested by the Company. Upon such delivery, the Company shall pay to the holder (or, in the case of any joint holders, to the holder whose name stands first in the Company’s register of Members in respect of such Preference Shares) the amount due to it in respect of such redemption against delivery of a proper receipt for the redemption monies. Upon payment of the redemption price by the Company in respect of any Preference Shares as set out in the Intercreditor Agreement or article 3 of the Articles, the redeemed Preference Share shall be cancelled and the register of Members valuation of the Company shall be updated to show such Preference Share as being so redeemed and cancelled. 3.10 If any certificate delivered to at least 300 million US dollars; or(ii) having completed products commercialization, demonstration of products commercialization or strategic investment of certain chip product build-in with bi-IP channels with one mobile producer or chip producer that is recognized by the Company pursuant to article 3.9 of Lead Ordinary Investor or that is among the Articles includes any Preference Shares not falling to be redeemed on the date fixed for redemption (under a Redemption Notice), a new certificate top ten mobile producers or chip producers in respect of those Preference Shares shall be issued to the holder(s) thereof as soon as practicable thereafter (and, in any event, within 3.11 There shall be paid on the redemption of each Preference Share an amount equal to 100% of the PRC. The redemption price for such Preference Share, subject to per A1 Ordinary Share held by the Company having an Available Sum or other monies which may be lawfully applied for such redemption. 3.12 If Lead Ordinary Investor and SHENZHEN ZZX (the Company fails or is unable to redeem any of the Preference Shares in full on the date due for redemption (under a “A1 Ordinary Redemption Notice or a Shareholder Mandatory Redemption Notice (as applicable)) for any reason whatsoever, any Available Sum (or other monies which may lawfully be applied for the purpose of redeeming such Preference SharesPrice”) shall be applied in the order of priority specified in article 1.1 Original A1 Ordinary Share Purchase Price held by such investor plus ten percent (10%) compound annual return (calculated from the A1 Closing Date to the actual payment date of the ArticlesA1 Ordinary Redemption Price). 3.13 Notwithstanding the foregoing, certain proposed business separation arrangements between the Company and the Trading Co Group may result in certain intercompany payables, loans and other outstanding balances owed to the Trading Co Group being subordinated to the Preference Shares. 3.14 Sections 60 (Process for acquisition of own shares), 61 (Offer to one or more shareholders) and 62 (Shares redeemed otherwise than at the option of company) of the Act shall not apply to the Company.

Redemption Rights. 3.1 Upon The Corporation shall have the occurrence of a right at any time, and from time to time, during the Redemption EventPeriod (as defined below) to redeem all, the Preference Shares shalland not less than all, subject to any restrictions set out in the Act, be redeemed on the terms set out in the Intercreditor Agreement (if applicable) and this article 3 of the Articles on outstanding shares of Series A Stock (the “Redemption Shares”) at a pro rata basisper share price (the “Redemption Price”) in cash equal to the Conversion Price as of the Redemption Date (as defined below) multiplied by 1.75. 3.2 The Company may elect to redeem the Preference Shares at any time at their Issue Price (a “Voluntary Redemption Event”). 3.3 The Company redemption right set forth in Section B.3.1. above shall redeem the Preference Shares at their Issue Price, in the amounts and at the times specified in the Intercreditor Agreement (a “Company Mandatory Redemption Event”). 3.4 Subject to the provisions of the Intercreditor Agreement and the Act, the Majority Preference Shareholders shall have the right to call for mandatory redemption be exercised by the Company of all outstanding Preference Shares at the Issue Price, such right exercisable in the event that there is a breach Corporation by the Company or any of its subsidiaries of any of their respective obligations under clause [3.5] (Restricted Payments) and/or clause [3.6] (Excess Cash Sweep) of the Intercreditor Agreement which has not been cured within 60 days following providing written notice of such breach (a “Shareholder Mandatory Redemption Event”). In order to exercise the foregoing mandatory redemption right, the Majority Preference Shareholders shall give notice in writing to the Company of the Shareholder Mandatory Redemption Event and their exercise of the right to call for mandatory redemption of all of the outstanding Preference Shares (the “Shareholder Mandatory Redemption Notice”). The Shareholder Mandatory Redemption Notice shall specify the date fixed for redemption, being a Business Day not less than [10] Business Days following the date ) to each holder of such Shareholder Mandatory Redemption Notice. Following a Shareholder Mandatory Redemption Notice, and notwithstanding section 62 record (as of the Act, until such time as the Preference Shareholders have received payment close of the Issue Price for all outstanding Preference Shares, the Preference Shareholders shall remain business on the register of Members of the Company and the mandatory redemption process shall not be complete. The Company acknowledges that failure to redeem all of the outstanding Preference Shares at the Issue Price on the date fixed for redemption under a Shareholder Mandatory Redemption Notice would be grounds for a winding up of the Company on “just and equitable” grounds. 3.5 Where Preference Shares are to be redeemed in accordance with article 3.4 of the Articles, the Company shall redeem such Preference Shares on a Business Day no later than 30 days following business day preceding the date of the Shareholder Mandatory Redemption Notice. 3.6 Where Preference Shares are to be redeemed in accordance with article 3.2 or 3.3 ) of shares of Series A Stock at the address last shown on the records of the Articles, Corporation for such holder or given by the Company shall give holder to the holders Corporation for the purpose of notice, at least 30 days, but no more than 60 days prior to the Preference Shares falling to be redeemed prior notice in writing of the redemption, date on which notice such redemption shall be issued no later than [20] Business Days following a Voluntary Redemption Event or Company Mandatory Redemption Event take place (a “Redemption NoticeDate”). The Redemption Notice shall specify the particular Preference Shares number of shares that will be redeemed, the Redemption Price, the place at which payment may be obtained for redeemed shares and such other information as the Corporation may deem advisable to be redeemed and provide regarding the date fixed for redemption which shall be not more than [30] days following the date of the Redemption NoticeShares. 3.7 If 3.3 Three days prior to the Company is unableRedemption Date, because the Corporation shall deposit the Redemption Price for all Redemption Shares not yet redeemed or converted, with a bank or trust company having aggregate capital and surplus in excess of $500,000,000 as a trust fund for the benefit of the Available Sum being insufficient to redeem in full the relevant number of Preference Shares on the date fixed for redemption (under a Redemption Notice), the Company shall redeem as many of such Preference Shares as can lawfully and properly be redeemed and the Company shall redeem the balance as soon as it is lawfully and properly able to do so. 3.8 If the Company is at any time redeeming fewer than all the Preference Shares from time to time in issue, the number of Preference Shares to be redeemed shall be apportioned between Preference Shareholders pro rata according to the number of Preference Shares held by them respectively at the date fixed for redemption. 3.9 On the date fixed for redemption (under a Redemption Notice or a Shareholder Mandatory Redemption Notice (as applicable)), each of the respective holders of the Preference shares designated for redemption and not yet redeemed or converted. Simultaneously, the Corporation shall deposit irrevocable instructions and authority with such bank or trust company to pay, on and after the Redemption Date, the Redemption Price of the Redemption Shares falling to the holders thereof upon surrender of their certificates. The balance of any monies deposited by the Corporation pursuant to this paragraph remaining unclaimed at the expiration of six months following the Redemption Date shall thereafter be redeemed returned to the Corporation, provided that the stockholder to whom such monies would be payable hereunder shall be bound entitled to deliver to the Company, at the Company’s registered office, (i) the certificate(s) for receive such Preference Shares (or an indemnity, in a form reasonably satisfactory to the Board, in respect monies upon proof of any lost certificate) in order that the same may be cancelled, and (ii) any instrument of transfer requested by the Company. Upon such delivery, the Company shall pay to the holder (or, in the case of any joint holders, to the holder whose name stands first in the Company’s register of Members in respect of such Preference Shares) the amount due to it in respect of such redemption against delivery of a proper receipt for the redemption monies. Upon payment ownership of the redemption price by the Company in respect of any Preference Shares as set out in the Intercreditor Agreement or article 3 of the Articles, the redeemed Preference Share shall be cancelled and the register of Members of the Company shall be updated to show such Preference Share as being so redeemed and cancelledSeries A Stock. 3.10 If any certificate delivered to the Company pursuant to article 3.9 of the Articles includes any Preference Shares not falling to be redeemed on the date fixed for redemption (under a Redemption Notice), a new certificate in respect of those Preference Shares shall be issued to the holder(s) thereof as soon as practicable thereafter (and, in any event, within 3.11 There shall be paid on the redemption of each Preference Share an amount equal to 100% of the redemption price for such Preference Share, subject to the Company having an Available Sum or other monies which may be lawfully applied for such redemption. 3.12 If the Company fails or is unable to redeem any of the Preference Shares in full on the date due for redemption (under a Redemption Notice or a Shareholder Mandatory Redemption Notice (as applicable)) for any reason whatsoever, any Available Sum (or other monies which may lawfully be applied for the purpose of redeeming such Preference Shares) shall be applied in the order of priority specified in article 1.1 of the Articles. 3.13 Notwithstanding the foregoing, certain proposed business separation arrangements between the Company and the Trading Co Group may result in certain intercompany payables, loans and other outstanding balances owed to the Trading Co Group being subordinated to the Preference Shares. 3.14 Sections 60 (Process for acquisition of own shares), 61 (Offer to one or more shareholders) and 62 (Shares redeemed otherwise than at the option of company) of the Act shall not apply to the Company.

Redemption Rights. 3.1 Upon A. Commencing on the occurrence one (1) year anniversary of the Effective Date, each Non-Managing Member shall have the right (the “Redemption Right”) (subject to the terms and conditions set forth herein) to require the Company to redeem all or a portion of the Non-Managing Member Units held by such Non-Managing Member (all such Non-Managing Member Units being hereafter called “Tendered Unit”) for the Cash Amount payable on the Specified Redemption Date (the “Redemption”); provided, however, that at the election of and in the sole and absolute discretion of the Managing Member, the Managing Member may elect to assume the Company’s obligation with respect to the Redemption (though such assumption shall not relieve the Company from such obligation in the event the Managing Member fails to fulfill such obligation) and, at the election of and in the sole and absolute discretion of the Managing Member, to satisfy the Redemption by (i) paying either the Cash Amount payable on the Specified Redemption Date or (ii) delivering a number of REIT Shares equal to the REIT Shares Amount payable on the Specified Redemption Date. B. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the Company by a Non-Managing Member (or any Substituted Member of a Non-Managing Member or an Assignee of either) exercising the Redemption EventRight (the “Tendering Party”). On the Specified Redemption Date, the Preference Tendering Party shall sell the Tendered Units to the Company or the Managing Member, as the case may be, in accordance with this Section 8.6. Any Tendered Units acquired by the Managing Member pursuant to this Section 8.6 shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Company may reasonably require in connection with the Ownership Limit and (ii) if the issuance of the REIT Shares shallupon such Redemption is not registered under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Company’s view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Redemption, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Company’s or Managing Member’s sole discretion, as the case may be, in immediately available funds via wire transfer to an account or account(s) specified by the Tendering Party. If REIT Shares are to be delivered upon the Redemption, the REIT Shares Amount shall be delivered by the Managing Member or HCP as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit, and other restrictions provided in the Charter or the Bylaws of HCP, and if the issuance of the REIT Shares upon such Redemption is not registered under the Securities Act, and relevant state securities or “blue sky” laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Redemption Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member or HCP pursuant to this Section 8.6 may contain such legends regarding restrictions on Transfer or ownership to protect HCP’s tax status as a REIT and in the event the REIT Shares issuable upon such Redemption are not registered for resale under the Securities Act, restrictions under the Securities Act and applicable state securities laws as HCP in good faith determines to be necessary or advisable in order to ensure compliance with such laws. C. Notwithstanding the provisions of Sections 8.6.A and B hereof, the following shall apply: (1) No Tendering Party shall have any right to tender for Redemption (whether for the REIT Shares Amount or the Cash Amount) any Excess LLC Units held by such Tendering Party. Neither the Managing Member nor HCP shall have any obligation to acquire Excess LLC Units, whether for the REIT Shares Amount or the Cash Amount; (2) No Tendering Party may exercise the Redemption Rights pursuant to Section 8.6.A and B hereof more than one (1) time during any Calendar Quarter. In determining whether such limit has been reached during any Calendar Quarter with respect to any Non-Managing Member or Substituted Member, it is understood and agreed that the exercise of the Redemption Rights by any Assignee of such Non-Managing Member or Substituted Member of a Non-Managing Member shall be counted for all purposes as the exercise of such Redemption Rights by the Non-Managing Member or Substituted Member assignor. Notwithstanding the foregoing, Tendering Party may exercise the Redemption Rights after the receipt of a notice of a Liquidating Event; (3) No Tendering Party may exercise the Redemption Rights pursuant to Sections 8.6.A and B as to fewer than five thousand five hundred (5,500) Non-Managing Member Units (unless they constitute all of the Non-Managing Member Units held by such Tendering Party); (4) No Tendering Party may deliver a Notice of Redemption during the period from December 1 of any year through January 1 of the following year, nor shall any Specified Redemption Date occur during the period from December 21 of any year through January 22 of the following year; and (5) Each Tendering Party shall pay to the Managing Member the sum of One Thousand Five Hundred and No/100ths Dollars ($1,500.00) as the stipulated and agreed upon reimbursement cost for the Managing Member’s administrative overhead and out-of-pocket costs in connection with such Redemption pursuant to Sections 8.6.A and B; provided, however, that no such reimbursement shall be due with respect to the first such Redemption by any Non-Managing Member or Substituted Member in any calendar year; provided, further, however, that the exercise by any Assignee of a Non-Managing Member or Substituted Member shall be deemed a Redemption by such Non-Managing Member or Substituted Member of such Assignee (and vice versa) for purposes of determining whether such reimbursement is due and owing to the Managing Member. D. Notwithstanding anything herein to the contrary, with respect to any Redemption pursuant to this Section 8.6: (1) Each Tendering Party shall continue to own all LLC Units subject to any restrictions set out in Redemption, and be treated as a Member with respect to such LLC Units for all purposes of this Agreement, until such LLC Units are Transferred to the ActCompany or the Managing Member, be redeemed as the case may be, and paid for or exchanged on the terms set out in the Intercreditor Agreement (if applicable) and this article 3 of the Articles on a pro rata basis. 3.2 The Company may elect to redeem the Preference Shares at any time at their Issue Price (a “Voluntary Specified Redemption Event”). 3.3 The Company shall redeem the Preference Shares at their Issue PriceDate; subject, in the amounts and at the times specified in the Intercreditor Agreement (a “Company Mandatory Redemption Event”). 3.4 Subject however, to the provisions of Section 5.7. Until a Specified Redemption Date and an acquisition of the Intercreditor Agreement Tendered Units by the Managing Member, if it so elects, pursuant to Sections 8.6.A and the ActB hereof, the Majority Preference Shareholders Tendering Party shall have no rights as a shareholder of HCP with respect to the right REIT Shares issuable in connection with such Redemption; and (2) The consummation of any Redemption shall be subject to call for mandatory redemption the expiration or termination of the applicable waiting period, if any, under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended. E. In connection with an exercise of Redemption Rights pursuant to this Section 8.6, the Tendering Party shall submit the following to the Managing Member, in addition to the Notice of Redemption: (1) Any information reasonably required by the Company of all outstanding Preference Shares at the Issue Price, such right exercisable Managing Member or HCP in the event that there is a breach by the Company or any of its subsidiaries of any of their respective obligations under clause [3.5] (Restricted Payments) and/or clause [3.6] (Excess Cash Sweep) of the Intercreditor Agreement which has not been cured within 60 days following notice of such breach (a “Shareholder Mandatory Redemption Event”). In order to exercise allow it to determine (a) the foregoing mandatory redemption rightactual ownership, the Majority Preference Shareholders shall give notice in writing to the Company Beneficial Ownership and Constructive Ownership of the Shareholder Mandatory Redemption Event and their exercise of the right to call for mandatory redemption of all of the outstanding Preference REIT Shares (the “Shareholder Mandatory Redemption Notice”). The Shareholder Mandatory Redemption Notice shall specify the date fixed for redemption, being a Business Day not less than [10] Business Days following the date of such Shareholder Mandatory Redemption Notice. Following a Shareholder Mandatory Redemption Notice, and notwithstanding section 62 of the Act, until such time as the Preference Shareholders have received payment of the Issue Price for all outstanding Preference Shares, the Preference Shareholders shall remain on the register of Members of the Company and the mandatory redemption process shall not be complete. The Company acknowledges that failure to redeem all of the outstanding Preference Shares at the Issue Price on the date fixed for redemption under a Shareholder Mandatory Redemption Notice would be grounds for a winding up of the Company on “just and equitable” grounds. 3.5 Where Preference Shares are to be redeemed in accordance with article 3.4 of the Articles, the Company shall redeem such Preference Shares on a Business Day no later than 30 days following the date of the Shareholder Mandatory Redemption Notice. 3.6 Where Preference Shares are to be redeemed in accordance with article 3.2 or 3.3 of the Articles, the Company shall give to the holders of the Preference Shares falling to be redeemed prior notice in writing of the redemption, which notice shall be issued no later than [20] Business Days following a Voluntary Redemption Event or Company Mandatory Redemption Event (a “Redemption Notice”). The Redemption Notice shall specify the particular Preference Shares to be redeemed and the date fixed for redemption which shall be not more than [30] days following the date of the Redemption Notice. 3.7 If the Company is unable, because of the Available Sum being insufficient to redeem in full the relevant number of Preference Shares on the date fixed for redemption (under a Redemption Notice), the Company shall redeem as many of such Preference Shares as can lawfully and properly be redeemed and the Company shall redeem the balance as soon as it is lawfully and properly able to do so. 3.8 If the Company is at any time redeeming fewer than all the Preference Shares from time to time in issue, the number of Preference Shares to be redeemed shall be apportioned between Preference Shareholders pro rata according to the number of Preference Shares held by them respectively at the date fixed for redemption. 3.9 On the date fixed for redemption (under a Redemption Notice or a Shareholder Mandatory Redemption Notice (as applicable)), each of the holders of the Preference Shares falling to be redeemed shall be bound to deliver to the Company, at the Company’s registered office, (i) the certificate(s) for such Preference Shares (or an indemnity, in a form reasonably satisfactory to the Board, in respect of any lost certificate) in order that the same may be cancelled, Tendering Party and (ii) any instrument Related Party and (b) that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will have actual ownership, Beneficial Ownership or Constructive Ownership of transfer requested a number of REIT Shares that is in violation of the Ownership Limit; (2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (3) An undertaking to certify, at and as a condition to the closing of the Redemption that either (a) the actual ownership, Beneficial Ownership and Constructive Ownership of REIT Shares by the Company. Upon such delivery, the Company shall pay Tendering Party and any Related Party remain unchanged from that disclosed pursuant to Section 8.6.E(1) or (b) after giving effect to the holder (orRedemption, in neither the case of Tendering Party nor any joint holdersRelated Party shall have actual ownership, to the holder whose name stands first in the Company’s register of Members in respect of such Preference Shares) the amount due to it in respect of such redemption against delivery Beneficial Ownership or Constructive Ownership of a proper receipt for the redemption monies. Upon payment number of REIT Shares that is in violation of the redemption price by the Company in respect of any Preference Shares as set out in the Intercreditor Agreement or article 3 of the Articles, the redeemed Preference Share shall be cancelled and the register of Members of the Company shall be updated to show such Preference Share as being so redeemed and cancelledOwnership Limit. 3.10 If any certificate delivered to the Company pursuant to article 3.9 of the Articles includes any Preference Shares not falling to be redeemed on the date fixed for redemption (under a Redemption Notice), a new certificate in respect of those Preference Shares shall be issued to the holder(s) thereof as soon as practicable thereafter (and, in any event, within 3.11 There shall be paid on the redemption of each Preference Share an amount equal to 100% of the redemption price for such Preference Share, subject to the Company having an Available Sum or other monies which may be lawfully applied for such redemption. 3.12 If the Company fails or is unable to redeem any of the Preference Shares in full on the date due for redemption (under a Redemption Notice or a Shareholder Mandatory Redemption Notice (as applicable)) for any reason whatsoever, any Available Sum (or other monies which may lawfully be applied for the purpose of redeeming such Preference Shares) shall be applied in the order of priority specified in article 1.1 of the Articles. 3.13 Notwithstanding the foregoing, certain proposed business separation arrangements between the Company and the Trading Co Group may result in certain intercompany payables, loans and other outstanding balances owed to the Trading Co Group being subordinated to the Preference Shares. 3.14 Sections 60 (Process for acquisition of own shares), 61 (Offer to one or more shareholders) and 62 (Shares redeemed otherwise than at the option of company) of the Act shall not apply to the Company.

Redemption Rights. 3.1 Upon Series A Redeemable Preferred Stock: Redemption at the occurrence Option of a Redemption EventHolder. Beginning on the date of original issuance of the shares of Series A Redeemable Preferred Stock to be redeemed, the Preference Shares shall, subject to any restrictions set out in the Act, be redeemed on the terms set out in the Intercreditor Agreement (if applicable) and this article 3 of the Articles on a pro rata basis. 3.2 The Company may elect to redeem the Preference Shares at any time at their Issue Price (a “Voluntary Redemption Event”). 3.3 The Company shall redeem the Preference Shares at their Issue Price, in the amounts and at the times specified in the Intercreditor Agreement (a “Company Mandatory Redemption Event”). 3.4 Subject to the provisions of the Intercreditor Agreement and the Act, the Majority Preference Shareholders shall holder will have the right to call for mandatory require PAC REIT to redeem such shares of Series A Redeemable Preferred Stock at a redemption by price equal to the Company Stated Value (initial $1,000.00/share), less a 13% redemption fee, plus any accrued but unpaid dividends. Beginning one year from the date of all outstanding Preference Shares at the Issue Price, such right exercisable in the event that there is a breach by the Company or any of its subsidiaries of any of their respective obligations under clause [3.5] (Restricted Payments) and/or clause [3.6] (Excess Cash Sweep) original issuance of the Intercreditor Agreement which has not been cured within 60 days following notice shares of such breach (a “Shareholder Mandatory Redemption Event”). In order Series A Redeemable Preferred Stock to exercise the foregoing mandatory redemption rightbe redeemed, the Majority Preference Shareholders shall give notice in writing to the Company of the Shareholder Mandatory Redemption Event and their exercise of holder will have the right to call for mandatory require PAC REIT to redeem such shares of Series A Redeemable Preferred Stock at a redemption of all of price equal to the outstanding Preference Shares (the “Shareholder Mandatory Redemption Notice”)Stated Value, less a 10% redemption fee, plus any accrued but unpaid dividends. The Shareholder Mandatory Redemption Notice shall specify the date fixed for redemption, being a Business Day not less than [10] Business Days following Beginning three years from the date of such Shareholder Mandatory Redemption Notice. Following a Shareholder Mandatory Redemption Notice, and notwithstanding section 62 original issuance of the Act, until such time as the Preference Shareholders have received payment shares of the Issue Price for all outstanding Preference SharesSeries A Redeemable Preferred Stock to be redeemed, the Preference Shareholders shall remain on holder will have the register of Members of the Company and the mandatory redemption process shall not be complete. The Company acknowledges that failure right to require PAC REIT to redeem all such shares of Series A Redeemable Preferred Stock at a redemption price equal to the outstanding Preference Shares at the Issue Price on the date fixed for Stated Value, less a 5% redemption under a Shareholder Mandatory Redemption Notice would be grounds for a winding up of the Company on “just and equitable” grounds. 3.5 Where Preference Shares are to be redeemed in accordance with article 3.4 of the Articlesfee, the Company shall redeem such Preference Shares on a Business Day no later than 30 days following plus any accrued but unpaid dividends. Beginning four years from the date of original issuance of the Shareholder Mandatory Redemption Notice. 3.6 Where Preference Shares are shares of Series A Redeemable Preferred Stock to be redeemed in accordance with article 3.2 or 3.3 of the Articlesredeemed, the Company shall give holder will have the right to require PAC REIT to redeem such shares of Series A Redeemable Preferred Stock at a redemption price equal to the holders of the Preference Shares falling to be redeemed prior notice in writing of the redemptionStated Value, which notice shall be issued no later than [20] Business Days following less a Voluntary Redemption Event or Company Mandatory Redemption Event (a “Redemption Notice”)3% redemption fee, plus any accrued but unpaid dividends. The Redemption Notice shall specify the particular Preference Shares to be redeemed and the date fixed for redemption which shall be not more than [30] days following Beginning five years from the date of the Redemption Notice. 3.7 If the Company is unable, because original issuance of the Available Sum being insufficient shares of Series A Redeemable Preferred Stock to be redeemed, the holder will have the right to require PAC REIT to redeem in full the relevant number such shares of Preference Shares on the date fixed for redemption (under Series A Redeemable Preferred Stock at a Redemption Notice), the Company shall redeem as many of such Preference Shares as can lawfully and properly be redeemed and the Company shall redeem the balance as soon as it is lawfully and properly able to do so. 3.8 If the Company is at any time redeeming fewer than all the Preference Shares from time to time in issue, the number of Preference Shares to be redeemed shall be apportioned between Preference Shareholders pro rata according to the number of Preference Shares held by them respectively at the date fixed for redemption. 3.9 On the date fixed for redemption (under a Redemption Notice or a Shareholder Mandatory Redemption Notice (as applicable)), each of the holders of the Preference Shares falling to be redeemed shall be bound to deliver to the Company, at the Company’s registered office, (i) the certificate(s) for such Preference Shares (or an indemnity, in a form reasonably satisfactory to the Board, in respect of any lost certificate) in order that the same may be cancelled, and (ii) any instrument of transfer requested by the Company. Upon such delivery, the Company shall pay to the holder (or, in the case of any joint holders, to the holder whose name stands first in the Company’s register of Members in respect of such Preference Shares) the amount due to it in respect of such redemption against delivery of a proper receipt for the redemption monies. Upon payment of the redemption price by the Company in respect of any Preference Shares as set out in the Intercreditor Agreement or article 3 of the Articles, the redeemed Preference Share shall be cancelled and the register of Members of the Company shall be updated to show such Preference Share as being so redeemed and cancelled. 3.10 If any certificate delivered to the Company pursuant to article 3.9 of the Articles includes any Preference Shares not falling to be redeemed on the date fixed for redemption (under a Redemption Notice), a new certificate in respect of those Preference Shares shall be issued to the holder(s) thereof as soon as practicable thereafter (and, in any event, within 3.11 There shall be paid on the redemption of each Preference Share an amount equal to 100% of the redemption price for such Preference ShareStated Value, plus any accrued but unpaid dividends. In addition, subject to the Company having an Available Sum or other monies which may be lawfully applied for such redemption. 3.12 If the Company fails or is unable to redeem any of the Preference Shares in full restrictions, beginning on the date due for of original issuance and ending two years thereafter, we will redeem such shares of Series A Redeemable Preferred Stock of a holder who is a natural person upon his or her death at the written request of the holder’s estate at a cash redemption price equal to the Stated Value, plus accrued and unpaid dividends thereon through and including the date of redemption. If a holder of Series A Redeemable Preferred Stock or its estate (under in the case of a Redemption Notice holder's death) causes PAC REIT to redeem such shares of Series A Redeemable Preferred Stock, PAC REIT has the right, in its sole discretion, to pay the redemption price in cash or a Shareholder Mandatory Redemption Notice (as applicable)) for any reason whatsoeverin equal value of our common stock, any Available Sum (or other monies which may lawfully be applied based on the volume weighted average price of PAC REIT's common stock for the purpose of redeeming such Preference Shares) shall be applied in the order of priority specified in article 1.1 of the Articles. 3.13 Notwithstanding the foregoing, certain proposed business separation arrangements between the Company and the Trading Co Group may result in certain intercompany payables, loans and other outstanding balances owed 20 trading days prior to the Trading Co Group being subordinated to redemption, in exchange for the Preference Shares. 3.14 Sections 60 Series A Redeemable Preferred Stock. Schedule of redemption fees and dates for outstanding Series A Redeemable Preferred Stock: Borrower: Preferred Apartment Communities, Inc. General Partner GP Unit 36,666 Preferred Apartment Communities, Inc. Limited Partner Class A Units 23,686,502 Preferred Apartment Communities, Inc. Limited Partner Series A Redeemable Preferred Units 651,934 Preferred Apartment Advisors, LLC Limited Partner Class A Units 0.1 Preferred Apartment Advisors, LLC Special Limited Partner N/A N/A WSW Holdings, LLC f/b/o Xxxx X. Xxxxxxxx Limited Partner Class B 67,437 Class A 0 WSW Holdings, LLC f/b/o Xxxxxxx X. Xxxxxxxxxxx Limited Partner Class B 52,451 Class A 190,946 Xxxxxxx X. Xxxxxxx Limited Partner Class B 14,986 Class A 71,960 Xxxxxxx X. Xxxxxx Limited Partner Class B 14,986 Class A 71,960 Xxxxxx X. XxXxxx Limited Partner Class B 52,451 Class A 64,846 Xxxxxxx X. Xxxxxx Limited Partner Class B 10,790 Class A 0 Xxxxxxx X. Day Limited Partner Class B 1,499 Class A 4,000 Xxxx Xxxxxx Limited Partner Class B 2,998 Class A 8,703 Xxxx X. Xxxxxxx Limited Partner Class B 4,496 Class A 9,244 Xxxxx Xxxxxxxxxx Limited Partner Class A 1,223 Xxxx Xxxxxxx Limited Partner Class B 2,998 Class A 2,176 Xxxx Xxxxxx Limited Partner Class B 24,353 Class A 41,882 Xx Xxxxxxx Limited Partner Class B 7,493 Xxx Xxxxx Limited Partner Class B 2,998 Xxxxx Xxxxxxx Limited Partner Class B 4,496 Xxxxxxx Xxxxxxx Limited Partner Class B 1,499 Xxxx Xxxxx Associates LLLP Limited Partner Class A 419,228 Subsidiaries (Process for acquisition of own sharesunless indicated otherwise, each is owned 100% by Borrower): 360 Irvine Lending, LLC 525 Avalon Park, LLC (5) Ashford Park, LLC Xxxxxxx Crossing, LLC (2) Bristol Birmingham Lending, LLC City Park Mezzanine Lending, LLC City Park II Capital Lending, LLC City Vista Mezzanine Lending, LLC Crescent Ave Lending, LLC Deltona Landing, LLC (2) Encore Capital Lending, LLC Haven Fayetteville Lending, LLC Haven Lubbock II Lending, LLC Haven Northgate Lending, LLC Haven West Mezzanine Lending, LLC Haven Waco Lending, LLC Haven Lubbock Lending, LLC Haven Tampa Lending, LLC Hidden River Capital Lending, LLC Iris Crosstown Mezzanine Lending, LLC Irvine Mezzanine Lending, LLC Kennesaw Mezzanine Lending, LLC Lake Cameron, LLC Madison Xxxx Xxxxx Lending, LLC (1) Main Street Apartment Homes, LLC Main Street Stone Creek, LLC (5) Main Street Xxxxxxx, LLC (5) Manassas Mezzanine Lending, LLC New Market Properties, LLC New Market –Xxxxxxxx, LLC (6) New Market – Cherokee, LLC (6) New Market – Cumming, LLC (2) New Market – East Gate LLC (6) New Market – Fairview LLC (6) New Market – Furys Ferry LLC (6) New Market – Heritage, LLC (6) New Market – Oak Park, LLC (6) New Market – Overlook, LLC (2) New Market – Parkland, LLC (6) New Market – Plano, LLC (2) New Market – Rosewood LLC (6) New Market – Royal Lakes, LLC (2) New Market – Xxxxx Plains, LLC (6) New Market – Southgate LLC (6) New Market – Summit Point, LLC (2) New Market – Xxxxxxxx Bridge, LLC (6) New Market – University Palms, LLC (6) New Market – Victory Village, LLC (2) New Market – Xxxx Xxxxx, LLC (2) New Town Mezzanine Lending, LLC Newport Xxxxxx Lending, LLC Newport Kennesaw Mezzanine Lending, LLC Newport Xxxxxxx Mezzanine Lending, LLC NMP Kingwood Xxxx, LLC (2) Oxford City Vista Apartments, LLC (9) Oxford City Vista Development, LLC (8) Oxford Encore Lending, LLC Oxford Hidden River Lending, LLC Oxford Overture Lending, LLC PAC Brookwood Center, LLC (3) PAC Carveout, LLC PAC Citilakes, LLC (3) PAC Citypark View, LLC PAC City Vista Apartments, LLC (3) PAC Creekside, LLC PAC Crosstown Walk, LLC PAC Cypress, LLC PAC Xxxxxx Lending, LLC (1) PAC Enclave at Vista Ridge, LLC PAC Galleria 75, LLC (3) PAC Lending, LLC PAC Lenox, LLC (3) PAC Lenox Regent, LLC (4) PAC Lenox Retreat, LLC (4) PAC Lenox Village, LLC (4) PAC Naples, LLC PAC Northpointe, LLC PAC Xxxxxxx Rise, LLC PAC Sarasota, LLC PAC Sorrel, LLC (3) PAC Summit Crossing, LLC PAC Summit Crossing II, LLC PAC Vineyards, LLC PACOP Special Member, Inc. Parkway Centre, LLC (2) Parkway Town Centre, LLC (1) PCC Tallahassee, LLC (7) Powder Springs-Macland Retail, LLC (2) Preferred Campus Communities, LLC Sandstone Creek, LLC Salem Cove, LLC (2) SE Grocery LLC (2) Spring Hill Plaza, LLC (1) Starkville Mezzanine Lending, LLC Stone Rise Apartments, LLC Stoneridge Farms Xxxx Club, LLC Summit Crossing III Mezzanine Lending, LLC Sunbelt Retail, LLC (1) Sweetgrass Corner, LLC (2) Trail Creek Apartments, LLC WAM XxXxxx Ranch, LLC Xxxxx Mezzanine Lending, LLC Woodstock Crossing Center, LLC (1), 61 (Offer to one or more shareholders) and 62 (Shares redeemed otherwise than at the option of company) of the Act shall not apply to the Company.

Redemption Rights. 3.1 Upon At any time on or after the occurrence fifth (5th) anniversary of a Redemption Eventthe Subscription Closing, and from time to time thereafter, the Preference Shares shall, subject to any restrictions set out in the Act, be redeemed on the terms set out in the Intercreditor Agreement (if applicable) and this article 3 of the Articles on a pro rata basis. 3.2 The Company may elect to redeem the Preference Shares at any time at their Issue Price (a “Voluntary Redemption Event”). 3.3 The Company shall redeem the Preference Shares at their Issue Price, in the amounts and at the times specified in the Intercreditor Agreement (a “Company Mandatory Redemption Event”). 3.4 Subject to the provisions of the Intercreditor Agreement and the Act, the Majority Preference Shareholders BMP Investors shall have the right to call for mandatory redemption by require the Company of all outstanding Preference Shares at the Issue Price, such right exercisable in the event that there is a breach by the Company or any of its subsidiaries of any of their respective obligations under clause [3.5] (Restricted Payments) and/or clause [3.6] (Excess Cash Sweep) of the Intercreditor Agreement which has not been cured within 60 days following notice of such breach (a “Shareholder Mandatory Redemption Event”). In order to exercise the foregoing mandatory redemption right, the Majority Preference Shareholders shall give notice in writing to the Company of the Shareholder Mandatory Redemption Event and their exercise of the right to call for mandatory redemption of all of the outstanding Preference Shares (the “Shareholder Mandatory Redemption Notice”). The Shareholder Mandatory Redemption Notice shall specify the date fixed for redemption, being a Business Day not less than [10] Business Days following the date of such Shareholder Mandatory Redemption Notice. Following a Shareholder Mandatory Redemption Notice, and notwithstanding section 62 of the Act, until such time as the Preference Shareholders have received payment of the Issue Price for all outstanding Preference Shares, the Preference Shareholders shall remain on the register of Members of the Company and the mandatory redemption process shall not be complete. The Company acknowledges that failure to redeem all of the outstanding Preference Shares at held by the Issue Price on the date fixed for redemption under a Shareholder Mandatory Redemption Notice would be grounds for a winding up of the Company on “just BMP Investors and equitable” grounds. 3.5 Where Preference Shares are to be redeemed their Affiliates, in accordance with article 3.4 of this Section 11, at the Articles, Redemption Price hereinafter specified. (a) The BMP Investors may exercise their right to require redemption pursuant to this Section 11 by providing written notice to the Company shall redeem such Preference Shares on a Business Day no later than 30 days following the date of the Shareholder Mandatory Redemption Notice. 3.6 Where Preference Shares are to be redeemed in accordance with article 3.2 or 3.3 of the Articles, the Company shall give to the holders of the Preference Shares falling to be redeemed prior notice in writing of the redemption, which notice shall be issued no later than [20] Business Days following a Voluntary Redemption Event or Company Mandatory Redemption Event (a “Redemption Notice”)) of the BMP Investors’ desire to exercise the right. The Upon its receipt of a Redemption Notice Notice, the Company shall specify provide written notice to SCP stating that the particular Preference Shares BMP Investors have elected to be redeemed exercise redemption rights pursuant to this Section 11. SCP, at its option, shall have the right, by binding notice to the Company and the date fixed for redemption which shall be not more than [30] BMP Investors within twenty (20) business days following the date of its receipt of the Redemption Notice, to assume the Company’s redemption obligations under this Section 11 or exercise its rights in accordance with Section 8 of this Agreement and require the Company to redeem all of its Shares along with the Shares of the BMP Investors and their Affiliates. 3.7 If the Company is unable, because (b) Upon surrender of the Available Sum being insufficient to redeem in full the relevant number of Preference Shares on the date fixed for redemption (under a Redemption Notice), the Company shall redeem as many of such Preference Shares as can lawfully and properly be redeemed and the Company shall redeem the balance as soon as it is lawfully and properly able to do so. 3.8 If the Company is at any time redeeming fewer than all the Preference Shares from time to time in issue, the number of Preference Shares to be redeemed shall be apportioned between Preference Shareholders pro rata according to the number of Preference Shares held by them respectively at the date fixed for redemption. 3.9 On the date fixed for redemption (under a Redemption Notice or a Shareholder Mandatory Redemption Notice (as applicable)), each of the holders of the Preference Shares falling to be redeemed shall be bound to deliver to the Company, at the Company’s registered office, (i) the certificate(s) for such Preference Shares (BMP Investors or an indemnityAffiliate thereof and, in a form reasonably satisfactory to the Boardif applicable, in respect of any lost certificate) in order that the same may be cancelled, and (ii) any instrument of transfer requested by the Company. Upon such deliverySCP, the Company shall pay to the holder BMP Investors and, if applicable, SCP, an amount (or, the “Redemption Price”) in cash or other immediately available funds equal to the Fair Market Value of such Shares. The Company shall be required to pay the Redemption Price on the 31st day following its receipt of the Redemption Notice (or any appraisal described in the case definition of Fair Market Value) (the “Required Payment Date”), subject to obtaining any joint holders, to required consents under the holder whose name stands first in the Company’s register of Members in respect of such Preference Shares) the amount due to it in respect of such redemption against delivery of a proper receipt for the redemption monies. Upon payment of the redemption price by the Company in respect of any Preference Shares as set out in the Intercreditor Agreement or article 3 of the Articles, the redeemed Preference Share shall be cancelled and the register of Members loan agreements of the Company and its Subsidiaries to the redemption. If the Company is prohibited from effecting such redemption due to the provisions of such loan agreements for more than 45 days, then, if requested by the BMP Investors, any appraisal shall be updated to show a date which is no more than 30 days prior to the date on which such Preference Share as being so redeemed redemption is to be effected and cancelledthe Redemption Price paid. 3.10 If any certificate delivered (c) On or before the date of such redemption, the BMP Investors and, if applicable, SCP shall execute such instruments as the Company may reasonably require to ensure that such Shares are duly and validly transferred to the Company pursuant to article 3.9 of the Articles includes any Preference Shares not falling to be redeemed on the date fixed for redemption (under a Redemption Noticeor SCP, if applicable), a new certificate in respect free of those Preference all liens, claims and encumbrances and on such date the Redemption Price for such Shares shall be issued paid to the holder(s) thereof order of the BMP Investors or as soon as practicable thereafter (directed by the BMP Investors and, if applicable, SCP. (d) In the event that the Redemption Price is not paid in any event, within 3.11 There shall be paid on full within one year after the redemption of each Preference Share an amount equal to 100% date of the redemption price for such Preference ShareRedemption Notice (including, without limitation, because the Company is prohibited from doing so pursuant to the terms of any loan agreement binding upon the Company and/or any of its Subsidiaries), then, subject to Section 8 of this Agreement, the BMP Investors and, if applicable, SCP may, or shall have the right to cause the Company having to, commence a process to sell (and to consummate the sale of) the Company, either through a sale of all or substantially all of the Company’s assets or shares, or by merger, consolidation, or otherwise, to any third party that is not an Available Sum Affiliate of the BMP Investors, on such terms as the BMP Investors and SCP deem appropriate, including executing all documents required in connection therewith as attorney-in-fact for the Company or other monies which any Subsidiary (as may be lawfully applied for such redemption. 3.12 If necessary or appropriate), and SCP shall cooperate with the BMP Investors and the Company fails or is unable in effecting such transaction and execute all customary documents necessary to redeem any of accomplish the Preference Shares in full on the date due for redemption (under a Redemption Notice or a Shareholder Mandatory Redemption Notice (as applicable)) for any reason whatsoever, any Available Sum (or other monies which may lawfully be applied for the purpose of redeeming such Preference Shares) shall be applied in the order of priority specified in article 1.1 of the Articlessame. 3.13 Notwithstanding the foregoing, certain proposed business separation arrangements between the Company and the Trading Co Group may result in certain intercompany payables, loans and other outstanding balances owed to the Trading Co Group being subordinated to the Preference Shares. 3.14 Sections 60 (Process for acquisition of own shares), 61 (Offer to one or more shareholders) and 62 (Shares redeemed otherwise than at the option of company) of the Act shall not apply to the Company.

Redemption Rights. 3.1 Upon A. Commencing on the occurrence one (1) year anniversary of the Effective Date, each Non-Managing Member shall have the right (the “Redemption Right”) (subject to the terms and conditions set forth herein) to require the Company to redeem all or a portion of the Non-Managing Member Units held by such Non-Managing Member (all such Non-Managing Member Units being hereafter called “Tendered Unit”) for the Cash Amount payable on the Specified Redemption Date (the “Redemption”); provided, however, that at the election of and in the sole and absolute discretion of the Managing Member, the Managing Member may elect to assume the Company’s obligation with respect to the Redemption (though such assumption shall not relieve the Company from such obligation in the event the Managing Member fails to fulfill such obligation) and, at the election of and in the sole and absolute discretion of the Managing Member, to satisfy the Redemption by (i) paying either the Cash Amount payable on the Specified Redemption Date or (ii) delivering a number of REIT Shares equal to the REIT Shares Amount payable on the Specified Redemption Date. B. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the Company by a Non-Managing Member (or any Substituted Member of a Non-Managing Member or an Assignee of either) exercising the Redemption EventRight (the “Tendering Party”). On the Specified Redemption Date, the Preference Tendering Party shall sell the Tendered Units to the Company or the Managing Member, as the case may be, in accordance with this Section 8.6. Any Tendered Units acquired by the Managing Member pursuant to this Section 8.6 shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Company may reasonably require in connection with the Ownership Limit and (ii) if the issuance of the REIT Shares shallupon such Redemption is not registered under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Company’s view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Redemption, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Company’s or Managing Member’s sole discretion, as the case may be, in immediately available funds via wire transfer to an account or account(s) specified by the Tendering Party. If REIT Shares are to be delivered upon the Redemption, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit, and other restrictions provided in the Charter or the Bylaws of the Managing Member, and if the issuance of the REIT Shares upon such Redemption is not registered under the Securities Act, the Securities Act, and relevant state securities or “blue sky” laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Redemption Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6 may contain such legends regarding restrictions on Transfer or ownership to protect the Managing Member’s tax status as a REIT and in the event the REIT Shares issuable upon such Redemption are not registered for resale under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws. C. Notwithstanding the provisions of Sections 8.6.A and B hereof, the following shall apply: (1) no Tendering Party shall have any right to tender for Redemption (whether for the REIT Shares Amount or the Cash Amount) any Excess LLC Units held by such Tendering Party. The Managing Member shall have no obligation to acquire Excess LLC Units, whether for the REIT Shares Amount or the Cash Amount; (2) No Tendering Party may exercise the Redemption Rights pursuant to Section 8.6.A and B hereof more than one (1) time during any Calendar Quarter. In determining whether such limit has been reached during any Calendar Quarter with respect to any Non-Managing Member or Substituted Member, it is understood and agreed that the exercise of the Redemption Rights by any Assignee of such Non-Managing Member or Substituted Member of a Non-Managing Member shall be counted for all purposes as the exercise of such Redemption Rights by the Non-Managing Member or Substituted Member assignor. Notwithstanding the foregoing, Tendering Party may exercise the Redemption Rights after the receipt of a notice of a Liquidating Event; (3) No Tendering Party may exercise the Redemption Rights pursuant to Sections 8.6.A and B as to fewer than 500 Non-Managing Member Units (unless they constitute all of the Non-Managing Member Units held by such Tendering Party); (4) No Tendering Party may deliver a Notice of Redemption during the period from December 1 of any year through January 1 of the following year, nor shall any Specified Redemption Date occur during the period from December 21 of any year through January 22 of the following year; and (5) Each Tendering Party shall pay to the Managing Member the sum of $1,500 as the stipulated and agreed upon reimbursement cost for the Managing Member’s administrative overhead and out-of-pocket costs in connection with such Redemption pursuant to Sections 8.6.A and B.; provided, however, that no such reimbursement shall be due with respect to the first such Redemption by any Non-Managing Member or Substituted Member in any calendar year; provided, further, however, that the exercise by any Assignee of a Non-Managing Member or Substituted Member shall be deemed a Redemption by such Non-Managing Member or Substituted Member of such Assignee (and vice versa) for purposes of determining whether such reimbursement is due and owing to the Managing Member. D. Notwithstanding anything herein to the contrary, with respect to any Redemption pursuant to this Section 8.6: (1) each Tendering Party shall continue to own all LLC Units subject to any restrictions set out in Redemption, and be treated as a Member with respect to such LLC Units for all purposes of this Agreement, until such LLC Units are Transferred to the ActCompany or the Managing Member, be redeemed as the case may be, and paid for or exchanged on the terms set out in the Intercreditor Agreement (if applicable) and this article 3 of the Articles on a pro rata basis. 3.2 The Company may elect to redeem the Preference Shares at any time at their Issue Price (a “Voluntary Specified Redemption Event”). 3.3 The Company shall redeem the Preference Shares at their Issue PriceDate; subject, in the amounts and at the times specified in the Intercreditor Agreement (a “Company Mandatory Redemption Event”). 3.4 Subject however, to the provisions of Section 5.7. Until a Specified Redemption Date and an acquisition of the Intercreditor Agreement Tendered Units by the Managing Member, if it so elects, pursuant to Sections 8.6.A and the ActB hereof, the Majority Preference Shareholders Tendering Party shall have no rights as a shareholder of the right Managing Member with respect to call for mandatory redemption the REIT Shares issuable in connection with such Redemption; and (2) the consummation of any Redemption shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended. E. In connection with an exercise of Redemption Rights pursuant to this Section 8.6, the Tendering Party shall submit the following to the Managing Member, in addition to the Notice of Redemption: (1) Any information reasonably required by the Company of all outstanding Preference Shares at the Issue Price, such right exercisable Managing Member in the event that there is a breach by the Company or any of its subsidiaries of any of their respective obligations under clause [3.5] (Restricted Payments) and/or clause [3.6] (Excess Cash Sweep) of the Intercreditor Agreement which has not been cured within 60 days following notice of such breach (a “Shareholder Mandatory Redemption Event”). In order to exercise allow it to determine (a) the foregoing mandatory redemption rightactual ownership, the Majority Preference Shareholders shall give notice in writing to the Company of the Shareholder Mandatory Redemption Event and their exercise of the right to call for mandatory redemption of all of the outstanding Preference Shares (the “Shareholder Mandatory Redemption Notice”). The Shareholder Mandatory Redemption Notice shall specify the date fixed for redemption, being a Business Day not less than [10] Business Days following the date of such Shareholder Mandatory Redemption Notice. Following a Shareholder Mandatory Redemption NoticeBeneficial Ownership, and notwithstanding section 62 Constructive Ownership of the Act, until such time as the Preference Shareholders have received payment of the Issue Price for all outstanding Preference Shares, the Preference Shareholders shall remain on the register of Members of the Company and the mandatory redemption process shall not be complete. The Company acknowledges that failure to redeem all of the outstanding Preference REIT Shares at the Issue Price on the date fixed for redemption under a Shareholder Mandatory Redemption Notice would be grounds for a winding up of the Company on “just and equitable” grounds. 3.5 Where Preference Shares are to be redeemed in accordance with article 3.4 of the Articles, the Company shall redeem such Preference Shares on a Business Day no later than 30 days following the date of the Shareholder Mandatory Redemption Notice. 3.6 Where Preference Shares are to be redeemed in accordance with article 3.2 or 3.3 of the Articles, the Company shall give to the holders of the Preference Shares falling to be redeemed prior notice in writing of the redemption, which notice shall be issued no later than [20] Business Days following a Voluntary Redemption Event or Company Mandatory Redemption Event (a “Redemption Notice”). The Redemption Notice shall specify the particular Preference Shares to be redeemed and the date fixed for redemption which shall be not more than [30] days following the date of the Redemption Notice. 3.7 If the Company is unable, because of the Available Sum being insufficient to redeem in full the relevant number of Preference Shares on the date fixed for redemption (under a Redemption Notice), the Company shall redeem as many of such Preference Shares as can lawfully and properly be redeemed and the Company shall redeem the balance as soon as it is lawfully and properly able to do so. 3.8 If the Company is at any time redeeming fewer than all the Preference Shares from time to time in issue, the number of Preference Shares to be redeemed shall be apportioned between Preference Shareholders pro rata according to the number of Preference Shares held by them respectively at the date fixed for redemption. 3.9 On the date fixed for redemption (under a Redemption Notice or a Shareholder Mandatory Redemption Notice (as applicable)), each of the holders of the Preference Shares falling to be redeemed shall be bound to deliver to the Company, at the Company’s registered office, (i) the certificate(s) for such Preference Shares (or an indemnity, in a form reasonably satisfactory to the Board, in respect of any lost certificate) in order that the same may be cancelled, Tendering Party and (ii) any instrument Related Party and (b) that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will have actual ownership, Beneficial Ownership, or Constructive Ownership of transfer requested a number of REIT Shares that is in violation of the Ownership Limit; (2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (3) An undertaking to certify, at and as a condition to the closing of the Redemption that either (a) the actual ownership, Beneficial Ownership, and Constructive Ownership of REIT Shares by the Company. Upon such delivery, the Company shall pay Tendering Party and any Related Party remain unchanged from that disclosed pursuant to Section 8.6.E(1) or (b) after giving effect to the holder (orRedemption, in neither the case of Tendering Party nor any joint holdersRelated Party shall have actual ownership, to the holder whose name stands first in the Company’s register of Members in respect of such Preference Shares) the amount due to it in respect of such redemption against delivery Beneficial Ownership, or Constructive Ownership of a proper receipt for the redemption monies. Upon payment number of REIT Shares that is in violation of the redemption price by the Company in respect of any Preference Shares as set out in the Intercreditor Agreement or article 3 of the Articles, the redeemed Preference Share shall be cancelled and the register of Members of the Company shall be updated to show such Preference Share as being so redeemed and cancelledOwnership Limit. 3.10 If any certificate delivered to the Company pursuant to article 3.9 of the Articles includes any Preference Shares not falling to be redeemed on the date fixed for redemption (under a Redemption Notice), a new certificate in respect of those Preference Shares shall be issued to the holder(s) thereof as soon as practicable thereafter (and, in any event, within 3.11 There shall be paid on the redemption of each Preference Share an amount equal to 100% of the redemption price for such Preference Share, subject to the Company having an Available Sum or other monies which may be lawfully applied for such redemption. 3.12 If the Company fails or is unable to redeem any of the Preference Shares in full on the date due for redemption (under a Redemption Notice or a Shareholder Mandatory Redemption Notice (as applicable)) for any reason whatsoever, any Available Sum (or other monies which may lawfully be applied for the purpose of redeeming such Preference Shares) shall be applied in the order of priority specified in article 1.1 of the Articles. 3.13 Notwithstanding the foregoing, certain proposed business separation arrangements between the Company and the Trading Co Group may result in certain intercompany payables, loans and other outstanding balances owed to the Trading Co Group being subordinated to the Preference Shares. 3.14 Sections 60 (Process for acquisition of own shares), 61 (Offer to one or more shareholders) and 62 (Shares redeemed otherwise than at the option of company) of the Act shall not apply to the Company.

Redemption Rights. 3.1 Upon If a Sale Transaction or Public Offering has not occurred prior to April 17, 2023, then each Management Investor will be entitled to deliver redemption notices to the occurrence of a Redemption EventCompany in accordance with, the Preference Shares shall, and subject to any restrictions set out in the Act, be redeemed on the terms set out in the Intercreditor Agreement (if applicable) and this article 3 of the Articles on a pro rata basis. 3.2 The Company may elect to redeem the Preference Shares at any time at their Issue Price (a “Voluntary Redemption Event”). 3.3 The Company shall redeem the Preference Shares at their Issue Price, in the amounts and at the times specified in the Intercreditor Agreement (a “Company Mandatory Redemption Event”). 3.4 Subject to the provisions of the Intercreditor Agreement and the Actof, the Majority Preference Shareholders shall have the right to call for mandatory this Section 3.14. (a) The first redemption notice may delivered in writing by the Company of all outstanding Preference Shares at the Issue Price, such right exercisable in the event that there is a breach by the Company or any of its subsidiaries of any of their respective obligations under clause [3.5] (Restricted Payments) and/or clause [3.6] (Excess Cash Sweep) of the Intercreditor Agreement which has not been cured within 60 days following notice of such breach (a “Shareholder Mandatory Redemption Event”). In order to exercise the foregoing mandatory redemption right, the Majority Preference Shareholders shall give notice in writing Management Investor to the Company of during the Shareholder Mandatory Redemption Event and their exercise of the right to call for mandatory redemption of all of the outstanding Preference Shares thirty (30) day period beginning April 17, 2023 (the “Shareholder Mandatory First Redemption Notice”). The Shareholder Mandatory Management Investor may elect to cause the Company to purchase up to one-third of his Class A Common Units and one-third of his vested Class B Common Units with the First Redemption Notice. (b) If a Sale Transaction or Public Offering has not occurred prior to April 17, 2024, then the Management Investor may deliver to the Company in writing a redemption notice (the “Second Redemption Notice”) during the thirty (30) day period beginning April 17, 2024. The Management Investor may elect to cause the Company to purchase up to 50% of his Class A Common Units and 50% of his vested Class B Common Units with the Second Redemption Notice. (c) If a Sale Transaction or Public Offering has not occurred prior to April 17, 2025, then the Management Investor may deliver in writing a redemption notice (the “Third Redemption Notice”) to the Company during the thirty (30) day period beginning April 17, 2025. The Management Investor may elect to cause the Company to purchase up to the remainder of his Class A Common Units and his vested Class B Common Units with the Third Redemption Notice. The First Redemption Notice, Second Redemption Notice shall specify and Third Redemption Notice are referred to collectively as “Redemption Notices”. (d) If the date fixed Management Investor delivers a Redemption Notice, the Company will purchase, and the Management Investor will sell, the Class A Common Units and vested Class B Common Units specified in the Redemption Notice for redemption, being at the price specified in paragraph (e), and subject to the remaining provisions of this Section 3.14. (e) The price for the redeemed Class A Common Units and Class B Common Units will be determined by the Board. If the Company receives a Business Day not less than [10] Business Days following the date of such Shareholder Mandatory Redemption Notice. Following a Shareholder Mandatory Redemption Notice, and notwithstanding section 62 within 30 days following the end of the Actrespective period in which the Management Investors may deliver a Redemption Notice, until such time as the Preference Shareholders have received payment Board will analyze the Fair Market Value of the Issue Price Units, and the Company will notify the Management Investor of the Board’s determination of Fair Market Value of the Units and the resulting amounts that would be payable to the Management Investor for all outstanding Preference Sharesthe redeemed Units. Within ten days following receipt of the Board’s determination of Fair Market Value, the Preference Shareholders shall remain Management Investor may either confirm the Management Investor’s decision to have the Units redeemed, or withdraw the Redemption Notice. (f) Vesting of the Units will be based on the register Board’s determination of Members Fair Market Value under paragraph (e). Solely for purposes of this Section 3.14, 50% of the Performance-Vesting Units will be deemed vested if the Fair Market Value determined by the Board would result in an IRR of at least 17.5%, and 100% of the Performance-Vesting Units will be deemed vested if the Fair Market Value determined by the Board would result in an IRR of at least 24%. (g) The Company’s obligation to redeem Units in accordance with a Redemption Notice will be subject to compliance with the terms of the credit facilities of the Company and the mandatory redemption process shall Company Subsidiaries, and the Board’s determination that the redemption(s) will not be complete. The have a material adverse effect on the liquidity of the Company acknowledges that failure and the Company Subsidiaries, taken as a whole. (h) If the Company is unable to redeem all of the outstanding Preference Shares at Units specified in Redemption Notices received by the Issue Price Company from Management Investors, the Company will redeem from each Management Investor on a pro rata basis (based upon the relative number of Units they have requested be redeemed). (i) The Management Investor must be continuously employed by the Company or any Company Subsidiary on the date fixed for redemption under that the Management Investor delivers a Shareholder Mandatory Redemption Notice would be grounds for a winding up of the Company on “just and equitable” grounds. 3.5 Where Preference Shares are to be redeemed in accordance with article 3.4 of the Articles, the Company shall redeem such Preference Shares on a Business Day no later than 30 days following the date of the Shareholder Mandatory Redemption Notice. 3.6 Where Preference Shares are to be redeemed in accordance with article 3.2 or 3.3 of the Articles, the Company shall give to the holders of the Preference Shares falling to be redeemed prior notice in writing of the redemption, which notice shall be issued no later than [20] Business Days following (j) If a Voluntary Redemption Event or Company Mandatory Redemption Event (a “Redemption Notice”). The Redemption Notice shall specify the particular Preference Shares to be redeemed and the date fixed for redemption which shall be not more than [30] days following the date of the Redemption Notice. 3.7 If the Company is unable, because of the Available Sum being insufficient to redeem in full the relevant number of Preference Shares on the date fixed for redemption (under a Redemption Notice), the Company shall redeem as many of such Preference Shares as can lawfully and properly be redeemed and the Company shall redeem the balance as soon as it is lawfully and properly able to do so. 3.8 If the Company is at any time redeeming fewer than all the Preference Shares from time to time in issue, the number of Preference Shares to be redeemed shall be apportioned between Preference Shareholders pro rata according to the number of Preference Shares held by them respectively at the date fixed for redemption. 3.9 On the date fixed for redemption (under Management Investor delivers a Redemption Notice or that applies to less than all vested Class B Common Units available for redemption, the election must apply on a Shareholder Mandatory pro rata basis to each type of Class B Common Unit (e.g., if a Management Investor delivers a Redemption Notice for one-third of the vested Units, then the Redemption Notice will apply to one-third of the vested Time-Vesting Units, and one third of the Performance-Vesting Units that vest at a 17.5% IRR, and one-third of the Performance-Vesting Units that vest a 24% IRR). (as applicable))k) At the closing of any redemption, the Management Investor will deliver a release of claims in favor of the Company and each of the holders of the Preference Shares falling to be redeemed shall be bound to deliver to the Company, at the Company’s registered office, (i) the certificate(s) for such Preference Shares (or an indemnity, Company Subsidiaries in a form reasonably satisfactory acceptable to the Board, in respect and will deliver good title to the redeemed Units, free of any lost certificate) in order liens, claims or encumbrances. The parties will enter into a redemption agreement that the same may be cancelledincludes customary representations and warranties, terms and (ii) any instrument conditions, including warranties of transfer requested by the Companytitle. Upon such delivery, the Company shall pay to the holder (or, in the case of any joint holders, to the holder whose name stands first in the Company’s register of Members in respect of such Preference Shares) the amount due to it in respect of such redemption against delivery of a proper receipt The purchase price for the redemption monies. Upon payment of the redemption price by the Company redeemed Units will be payable in respect of any Preference Shares as set out in the Intercreditor Agreement or article 3 of the Articles, the redeemed Preference Share shall be cancelled and the register of Members of the Company shall be updated to show such Preference Share as being so redeemed and cancelled. 3.10 If any certificate delivered to the Company pursuant to article 3.9 of the Articles includes any Preference Shares not falling to be redeemed on the date fixed for redemption (under a Redemption Notice), a new certificate in respect of those Preference Shares shall be issued to the holder(s) thereof as soon as practicable thereafter (and, in any event, within 3.11 There shall be paid on the redemption of each Preference Share an amount equal to 100% of the redemption price for such Preference Sharecash at closing, subject to the Company having an Available Sum or other monies which may be lawfully applied for such redemptionSection 3.14(g). 3.12 If the Company fails or is unable to redeem any of the Preference Shares in full on the date due for redemption (under a Redemption Notice or a Shareholder Mandatory Redemption Notice (as applicable)) for any reason whatsoever, any Available Sum (or other monies which may lawfully be applied for the purpose of redeeming such Preference Shares) shall be applied in the order of priority specified in article 1.1 of the Articles. 3.13 Notwithstanding the foregoing, certain proposed business separation arrangements between the Company and the Trading Co Group may result in certain intercompany payables, loans and other outstanding balances owed to the Trading Co Group being subordinated to the Preference Shares. 3.14 Sections 60 (Process for acquisition of own shares), 61 (Offer to one or more shareholders) and 62 (Shares redeemed otherwise than at the option of company) of the Act shall not apply to the Company.