Common use of Redemption Clause in Contracts

Redemption. (a) The shares of Series D Preferred Stock will be redeemable at the option of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) At the request of the Existing Senior Majority (the “Requesting Holders”) made at any time on or after December 15, 2011, the Corporation shall redeem on the Redemption Date, unless otherwise prevented by law, at a redemption price per share equal to the Series C Original Purchase Price for each share of Series C Stock and Series B Original Purchase Price for each share of Series B Stock, plus in each case an amount equal to any declared or accrued but unpaid dividends thereon, all of the Existing Senior Preferred Stock outstanding at the time that such request is made. The total sum payable per share of Existing Senior Preferred Stock on the Redemption Date is hereinafter referred to as the “Redemption Price,” and the payment to be made on the Redemption Date is hereinafter referred to as the “Redemption Payment.” Notwithstanding any limitations specified in this Section A.5, in the event that the Corporation at any time breaches any of the provisions in the this Certificate or any of its representations, warranties, covenants and/or agreements set forth in (i) that certain Stockholders’ Agreement among the Corporation and the parties set forth therein (as amended, the “Stockholders’ Agreement”) or that certain Series C Convertible Redeemable Preferred Stock Purchase Agreement among the Corporation and the signatories thereto (the “Stock Purchase Agreement”), each as entered into contemporaneously with the filing of the Prior Certificate, or (ii) that certain Series B Convertible Redeemable Preferred Stock Purchase Agreement dated as of November 14, 2003 among the Corporation and the signatories thereto (as amended, the “Series B Stock Purchase Agreement”), then upon any such breach the Senior Majority may elect, at their sole discretion, if any such breach is not cured by the 60th day after receipt by the Corporation of notice of such breach from a holder, to accelerate the maturity of the rights of all of the holders under this Section A.5(a) and cause the immediate redemption of all of the shares of Series D Existing Senior Preferred Stock will be redeemable at held by them (less any shares that the option of the Company in whole or in partCorporation is prevented by law from redeeming, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to which shall be redeemed (without regard by the Corporation as soon as permitted under law). With respect to accumulated and unpaid dividends) as a breach of which the opening of business Corporation is aware or reasonably should be aware, such 60 day period within which the Corporation shall have the right to cure such breach shall be deemed to have commenced on the date set for tenth day after the occurrence of such redemption. In order to exercise its redemption optionbreach, irrespective of notice of such breach from any holder, if the Company must notify Corporation shall not have notified the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfiedsuch breach by such date. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemptionRedemption Date, provided that the Company has made available at the office all rights of its registrar and transfer agent a sufficient number of any Requesting Holder with respect to those shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Existing Senior Preferred Stock called for redemption (being redeemed by the Corporation pursuant to Section A.5(a), except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date right to receive the dividend payable on such shares)applicable Redemption Price per share, shall cease and terminate, and such shares shall be cancelled and of Existing Senior Preferred Stock shall no longer be deemed to be outstanding and all outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that, notwithstanding anything to the contrary set forth herein, (A) if the Corporation defaults in the payment of the Redemption Payment, the rights of the holders of such Requesting Holder with respect to its shares of Series D Existing Senior Preferred Stock shall cease except continue until the right Corporation cures such default, and (B) without limiting any other rights of a Requesting Holder, upon the occurrence of a subsequent Liquidation, with respect to receive the shares of Common Existing Senior Preferred Stock in respect of which no Redemption Payment has been received by a Requesting Holder, such Requesting Holder shall be accorded the rights and benefits set forth in Section A.4 hereof in respect of such remaining shares, as if no prior redemption request had been made. (c) If the Requesting Holders elect to exercise redemption rights hereunder, such Requesting Holders shall send notice of such election (the “Redemption Notice”) by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business or to any transfer agent of the Corporation. Within five (5) Business Days after receipt of the Redemption Notice, the Corporation shall notify in writing all other Existing Senior Preferred Stockholders of the request by a Requesting Holder for the redemption of Existing Senior Preferred Stock (the “Corporation Notice”). On the twentieth (20th) Business Day following the date upon which the Corporation received the Redemption Notice, the Corporation shall pay each holder of Existing Senior Preferred Stock the applicable Redemption Price pursuant to the terms of Section A.5(a), provided that the Corporation or its transfer agent has received the certificate(s) representing the shares of Existing Senior Preferred Stock to be redeemed. Such payment date shall be referred to herein as the “Redemption Date.” If, on the Redemption Date, less than all the shares of Existing Senior Preferred Stock may be legally redeemed by the Corporation, the redemption of Existing Senior Preferred Stock shall be pro rata according to the respective amounts which would be payable to the Existing Senior Preferred Stockholders in respect of their shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such redemption shares, and any cash shares of Existing Senior Preferred Stock not redeemed shall be redeemed on the first date following such Redemption Date on which the Corporation may lawfully redeem such shares (pro rata according to the respective amounts which would be payable upon to the Existing Senior Preferred Stockholders in respect of the remaining shares of Existing Senior Preferred Stock if the Redemption Price were paid in full for all such redemption, without interest from shares). The Corporation shall redeem (to the date extent permitted by law) the shares of Existing Senior Preferred Stock on the Redemption Date and the Corporation shall promptly advise each holder of Existing Senior Preferred Stock of the Redemption Date or of the relevant facts applicable thereto preventing such redemption. Such cancelled shares shall be restored to the status Upon redemption of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed only a holder portion of the number of shares of Common Stock for which such Series D covered by a Existing Senior Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not certificate, the Corporation shall issue and deliver to be issued or upon redemption the written order of the Series D holder of such Existing Senior Preferred StockStock certificate, but, in lieu thereof, at the Company will pay a cash adjustment based on the current market price expense of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemedCorporation, a new certificate shall be issued covering the number of shares of the Existing Senior Preferred Stock representing the unredeemed shares portion of Series D the Existing Senior Preferred Stock without cost to certificate, which new certificate shall entitle the holder thereofthereof to all the rights, powers and privileges of a holder of such shares. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The Shares of APS shall be redeemable by the Trust as provided below: (i) To the extent permitted under the 1940 Act and Massachusetts law, upon giving a Notice of Redemption, the Trust at its option may redeem shares of Series D Preferred Stock will be redeemable at the option any series of the Company APS, in whole or in part, for cash out of funds legally available therefor, at the Optional Redemption Price per share, on any Dividend Payment Date; provided that no share of APS may be redeemed at the option of the Trust during (A) the Initial Dividend Period with respect to a series of shares or for (B) a Non-Call Period to which such share is subject. In addition, holders of APS which are redeemed shall be entitled to receive Gross-Up Dividends to the extent provided herein. (ii) The Trust shall redeem, out of funds legally available therefor, at the Mandatory Redemption Price per share, shares of APS to the extent permitted under the 1940 Act and Massachusetts law, on a date fixed by the Board of Trustees of the Trust, if the Trust fails to maintain ▇▇▇▇▇'▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount as provided in Section 11.7(a) or to satisfy the 1940 Act APS Asset Coverage as provided in Section 6 and such failure is not cured on or before the APS Basic Maintenance Cure Date or the 1940 Act Cure Date (herein collectively referred to as a "Cure Date"), as the case may be. In addition, holders of APS so redeemed shall be entitled to receive Gross-Up Dividends to the extent provided herein. The number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock APS to be redeemed shall be equal to the lesser of (without regard i) the minimum number of APS the redemption of which, if deemed to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") have occurred immediately prior to the opening of business on the second trading day after the conditions Cure Date, together with all shares of other Preferred Shares subject to redemption or retirement, would result in the preceding sentences haveTrust having ▇▇▇▇▇'▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the 1940 Act APS Asset Coverage, from time as the case may be, on such Cure Date (provided that, if there is no such minimum number of shares of APS and shares of other Preferred Shares the redemption of which would have such result, all shares of APS and shares of other Preferred Shares then Outstanding shall be redeemed), and (ii) the maximum number of shares of APS, together with all shares of other Preferred Shares subject to timeredemption or retirement, been satisfiedthat can be redeemed out of funds expected to be legally available therefor on such redemption date. In determining the number of APS required to be redeemed in accordance with the foregoing, the Trust shall allocate the number required to be redeemed which would result in the Trust having ▇▇▇▇▇'▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the 1940 Act APS Asset Coverage, as the case may be, pro rata among shares of APS of all series and other Preferred Shares subject to redemption pursuant to provisions similar to those contained in this Section 11.4(a)(ii); provided that, shares of APS which may not be redeemed at the option of the Trust due to the designation of a Non-Call Period applicable to such shares (A) will be subject to mandatory redemption only to the extent that other shares are not available to satisfy the number of shares required to be redeemed and (B) will be selected for redemption in an ascending order of outstanding number of days in the Non-Call Period (with shares with the lowest number of days to be redeemed first) and by lot in the event of shares having an equal number of days in such Non-Call Period. The Trust shall effect such redemption on a Business Day which is not later than 35 days after such Cure Date, except that if the Trust does not have funds legally available for the redemption of all of the required number of APS and other Preferred Shares which are subject to mandatory redemption or the Trust otherwise is unable to effect such redemption on or prior to 35 days after such Cure Date, the Trust shall redeem those APS which it is unable to redeem on the earliest practicable date on which it is able to effect such redemption out of funds legally available therefor. (b) Notice Notwithstanding any other provision of this Section 11.4, no shares of APS may be redeemed pursuant to Section 11.4(a)(i) of these Bylaws (i) unless all dividends in arrears on all remaining outstanding shares of Parity Shares shall have been or are being contemporaneously paid or declared and set apart for payment and (ii) if redemption (thereof would result in the "Redemption Notice") will be given by mail Trust's failure to maintain ▇▇▇▇▇'▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the holders of APS Basic Maintenance Amount. In the Series D Preferred Stock not event that less than 30 nor all the outstanding shares of a series of APS are to be redeemed and there is more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mailone Holder, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares that series of APS to be redeemed shall be selected by lot or pro rata or in some such other equitable manner determined by method as the Board of Directors of the Company; provided, however, that the Company Trust shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding deem fair and equitable. (c) Whenever shares of Series D Preferred Stock shall APS are to be redeemed, the Trust, not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date less than 17 nor more than 30 days prior to the date fixed for redemption, shall mail a notice ("Notice of Redemption") by first-class mail, postage prepaid, to each Holder of APS to be redeemed and to the Corporation Auction Agent. The Notice of Redemption shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. set forth (ci) On the redemption date, (ii) the Company must payamount of the redemption price, in cash(iii) the aggregate number of APS of such series to be redeemed, (iv) the place or places where APS of such series are to be surrendered for payment of the redemption price, (v) a statement that dividends on each share of Series D Preferred Stock the shares to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a shall cease to accumulate on such redemption date falling after a dividend payment record date and prior to the related payment date, the (except that holders of the Series D Preferred Stock at the close of business on such record date will may be entitled to receive Gross-up Dividends) and (vi) the dividend payable on provision of these Bylaws pursuant to which such shares on are being redeemed. No defect in the corresponding dividend payment date, notwithstanding Notice of Redemption or in the mailing or publication thereof shall affect the validity of the redemption proceedings, except as required by applicable law. If the Notice of Redemption shall have been given as aforesaid and, concurrently or thereafter, the Trust shall have deposited in trust with the Auction Agent, or segregated in an account at the Trust's custodian bank for the benefit of the Auction Agent, Deposit Securities (with a right of substitution) having an aggregate Discounted Value equal to the redemption payment for the APS as to which such Notice of Redemption has been given with irrevocable instructions and authority to pay the redemption price to the Holders of such shares, then upon the date of such deposit or, if no such deposit is made, then upon such date fixed for redemption (unless the Trust shall default in making the redemption payment), all rights (including without limitation voting rights) of the Holders of such shares following as shareholders of the Trust by reason of the ownership of such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption and terminate (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date their right to receive the dividend payable on such sharesredemption price in respect thereof and any Gross-up Dividends, but without interest), and such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemptionOutstanding. Such cancelled shares The Trust shall be restored entitled to the status of authorized but unissued shares of Preferred Stockreceive, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase from the Auction Agent the interest, if any, on such Deposit Securities deposited with it and the Holders of any shares so redeemed shall have no claim to any of such interest. In case the Series D Preferred Stock by tender or by private agreementHolder of any shares so called for redemption shall not claim the redemption payment for his shares within one year after the date of redemption, the Auction Agent shall, upon demand, pay over to the Trust such amount remaining on deposit and the Auction Agent shall thereupon be relieved of all responsibility to the Holder of such shares called for redemption and such Holder thereafter shall look only to the Trust for the redemption payment.

Redemption. (a) The Shares of APS shall be redeemable by the Trust as provided below: (i) To the extent permitted under the 1940 Act and Massachusetts law, upon giving a Notice of Redemption, the Trust at its option may redeem shares of Series D Preferred Stock will be redeemable at the option any series of the Company APS, in whole or in part, for cash out of funds legally available therefor, at the Optional Redemption Price per share, on any Dividend Payment Date; provided that no share of APS may be redeemed at the option of the Trust during (A) the Initial Dividend Period with respect to a series of shares or for (B) a Non-Call Period to which such share is subject. In addition, holders of APS which are redeemed shall be entitled to receive Gross-Up Dividends to the extent provided herein. (ii) The Trust shall redeem, out of funds legally available therefor, at the Mandatory Redemption Price per share, shares of APS and other Preferred Shares to the extent permitted under the 1940 Act and Massachusetts law, on a date fixed by the Board of Trustees of the Trust, if the Trust fails to maintain M▇▇▇▇’▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount as provided in Section 11.7(a) or to satisfy the 1940 Act APS Asset Coverage as provided in Section 6 and such failure is not cured on or before the APS Basic Maintenance Cure Date or the 1940 Act Cure Date (herein collectively referred to as a “Cure Date”), as the case may be. In addition, holders of APS so redeemed shall be entitled to receive Gross-Up Dividends to the extent provided herein. The number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D APS and other Preferred Stock Shares to be redeemed shall be equal to the lesser of (without regard i) the minimum number of APS the redemption of which, if deemed to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") have occurred immediately prior to the opening of business on the second trading day after the conditions Cure Date, together with all shares of other Preferred Shares subject to redemption or retirement, would result in the preceding sentences haveTrust having M▇▇▇▇’▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the 1940 Act APS Asset Coverage, from time as the case may be, on such Cure Date (provided that, if there is no such minimum number of shares of APS and shares of other Preferred Shares (including any RVMTP Shares) the redemption of which would have such result, all shares of APS and shares of other Preferred Shares, including RVMTP Shares, then Outstanding shall be redeemed), and (ii) the maximum number of shares of APS, together with all shares of other Preferred Shares, including RVMTP Shares, subject to timeredemption or retirement, been satisfiedthat can be redeemed out of funds expected to be legally available therefor on such redemption date. In determining the number of APS and other Preferred Shares required to be redeemed in accordance with the foregoing, the Trust shall allocate the number required to be redeemed which would result in the Trust having M▇▇▇▇’▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the 1940 Act APS Asset Coverage, as the case may be, on a pro rata basis among shares of APS of all series and other Preferred Shares, including RVMTP Shares, based upon the proportion that the aggregate liquidation preference of the outstanding APS and other Preferred Shares of any series bears to the aggregate liquidation preference of all outstanding series of APS and other Preferred Shares, subject to redemption pursuant to provisions similar to those contained in this Section 11.4(a)(ii); provided that, shares of APS which may not be redeemed at the option of the Trust due to the designation of a Non-Call Period applicable to such shares (A) will be subject to mandatory redemption only to the extent that other shares are not available to satisfy the number of shares required to be redeemed and (B) will be selected for redemption in an ascending order of outstanding number of days in the Non-Call Period (with shares with the lowest number of days to be redeemed first) and by lot in the event of shares having an equal number of days in such Non-Call Period. The Trust shall effect such redemption on a Business Day which is not later than 35 days after such Cure Date, except that if the Trust does not have funds legally available for the redemption of all of the required number of APS and other Preferred Shares, including RVMTP Shares, which are subject to mandatory redemption or the Trust otherwise is unable to effect such redemption on or prior to 35 days after such Cure Date, the Trust shall redeem those APS and other Preferred Shares, including RVMTP Shares, which it is unable to redeem on the earliest practicable date on which it is able to effect such redemption out of funds legally available therefor. For the avoidance of doubt, Sections 2.6(a) and 2.6(b) of Exhibit 1 hereto contain additional mandatory redemption provisions relating to the RVMTP Shares. (b) Notice Notwithstanding any other provision of this Section 11.4, no shares of APS may be redeemed pursuant to Section 11.4(a)(i) of these Bylaws (i) unless all dividends in arrears on all remaining outstanding shares of Parity Shares shall have been or are being contemporaneously paid or declared and set apart for payment and (ii) if redemption (thereof would result in the "Redemption Notice") will be given by mail Trust’s failure to maintain M▇▇▇▇’▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the holders of APS Basic Maintenance Amount. In the Series D Preferred Stock not event that less than 30 nor all the outstanding shares of a series of APS are to be redeemed and there is more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mailone Holder, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares that series of APS to be redeemed shall be selected by lot or pro rata or in some such other equitable manner determined by method as the Board Trust shall deem fair and equitable. For the avoidance of Directors doubt, Section 2.6(d)(v) of Exhibit 1 hereto contains additional provisions relating to prohibitions on redemption of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding RVMTP Shares. (c) Whenever shares of Series D Preferred Stock shall APS are to be redeemed, the Trust, not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date less than 17 nor more than 30 days prior to the date fixed for redemption, shall mail a notice (“Notice of Redemption”) by first-class mail, postage prepaid, to each Holder of APS to be redeemed and to the Corporation Auction Agent. The Notice of Redemption shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. set forth (ci) On the redemption date, (ii) the Company must payamount of the redemption price, in cash(iii) the aggregate number of APS of such series to be redeemed, (iv) the place or places where APS of such series are to be surrendered for payment of the redemption price, (v) a statement that dividends on each share of Series D Preferred Stock the shares to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a shall cease to accumulate on such redemption date falling after a dividend payment record date and prior to the related payment date, the (except that holders of the Series D Preferred Stock at the close of business on such record date will may be entitled to receive Gross-up Dividends) and (vi) the dividend payable on provision of these Bylaws pursuant to which such shares on are being redeemed. No defect in the corresponding dividend payment date, notwithstanding Notice of Redemption or in the mailing or publication thereof shall affect the validity of the redemption proceedings, except as required by applicable law. If the Notice of Redemption shall have been given as aforesaid and, concurrently or thereafter, the Trust shall have deposited in trust with the Auction Agent, or segregated in an account at the Trust’s custodian bank for the benefit of the Auction Agent, Deposit Securities (with a right of substitution) having an aggregate Discounted Value equal to the redemption payment for the APS as to which such Notice of Redemption has been given with irrevocable instructions and authority to pay the redemption price to the Holders of such shares, then upon the date of such deposit or, if no such deposit is made, then upon such date fixed for redemption (unless the Trust shall default in making the redemption payment), all rights (including without limitation voting rights) of the Holders of such shares following as shareholders of the Trust by reason of the ownership of such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption and terminate (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date their right to receive the dividend payable on such sharesredemption price in respect thereof and any Gross-up Dividends, but without interest), and such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemptionOutstanding. Such cancelled shares The Trust shall be restored entitled to the status of authorized but unissued shares of Preferred Stockreceive, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase from the Auction Agent the interest, if any, on such Deposit Securities deposited with it and the Holders of any shares so redeemed shall have no claim to any of such interest. In case the Series D Preferred Stock by tender or by private agreementHolder of any shares so called for redemption shall not claim the redemption payment for his shares within one year after the date of redemption, the Auction Agent shall, upon demand, pay over to the Trust such amount remaining on deposit and the Auction Agent shall thereupon be relieved of all responsibility to the Holder of such shares called for redemption and such Holder thereafter shall look only to the Trust for the redemption payment.

Redemption. DSO and his related entities (acollectively for this section and the Governance section, “DSO”) The shares will redeem all of Series D Preferred Stock his liquid balances in the Och-Ziff Group each fiscal quarter for a period lasting two consecutive fiscal quarters starting with the fourth quarter of 2018, other than the liquid balances currently in the OZ credit opportunities fund (the “Credit Fund Balance”), which will be redeemable at redeemed in full on September 30, 2019 (the option payment of all such redemptions other than the OZ Credit Balance in full, the “Liquidity Redemption”).9 The Liquidity Redemption shall be made as to 50% of the Company liquid balances in whole or the fourth quarter of 2018, and as to the remainder in part, for cash or for such number the first quarter of shares of Common Stock as equals 2019. If (i) the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock Och-Ziff Group has advised DSO in writing that he may not withdraw capital invested in the firm that he has requested to withdraw, or (the "Conditions Satisfaction Notice"ii) prior (x) DSO is advised in writing by his counsel (which written advice is promptly furnished to the opening of business on the second trading day after the conditions Och-Ziff Group) that he is prohibited by law from withdrawing capital invested in the preceding sentences have, from time firm that he has requested to time, been satisfied. withdraw and (by) Notice of redemption (the "Redemption Notice") will be given by mail counsel to the holders of Och-Ziff Group does not thereafter inform DSO in writing that he is not so prohibited (any such blockage or restriction, a “Withdrawal Restriction”), then the Series D Preferred Stock not less than 30 nor more than 60 days prior Transition Date (as defined in the Governance section below) shall be deferred and the Liquidity Redemption extended if and to the date selected extent contemplated by the Company to redeem the Series D Preferred Stockfollowing subparagraph. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. • In the case of event that (i) DSO is prohibited by a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and Withdrawal Restriction from withdrawing an amount of cash to effect the redemptioncapital that he has, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with the applicable fund documents, requested to withdraw during a redemption window, (ii) DSO so seeks in each subsequent redemption window pertinent to such notice withdrawal request to withdraw any unwithdrawn amount of such request and (iii) DSO is prohibited by subsequent Withdrawal Restrictions from withdrawing the remaining unwithdrawn amount thereof, then the Transition Date shall be tolled until 30 days following the closing of the certificates representing any next redemption window pertinent to such shares (properly endorsed or assigned for transfer, if the Board of Directors withdrawal request as to which no Withdrawal Restriction restricts DSO’s ability to withdraw unwithdrawn amounts requested to be withdrawn. The provisions of the Company shall so require preceding sentence may apply sequentially to subsequent redemption windows and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemablesimultaneously to multiple requests to withdraw capital. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The Shares of APS shall be redeemable by the Trust as provided below: (i) To the extent permitted under the 1940 Act and Massachusetts law, upon giving a Notice of Redemption, the Trust at its option may redeem shares of Series D Preferred Stock will be redeemable at the option any series of the Company APS, in whole or in part, for cash out of funds legally available therefor, at the Optional Redemption Price per share, on any Dividend Payment Date; provided that no share of APS may be redeemed at the option of the Trust during (A) the Initial Dividend Period with respect to a series of shares or for (B) a Non-Call Period to which such share is subject. In addition, holders of APS which are redeemed shall be entitled to receive Gross-Up Dividends to the extent provided herein. (ii) The Trust shall redeem, out of funds legally available therefor, at the Mandatory Redemption Price per share, shares of APS and other Preferred Shares to the extent permitted under the 1940 Act and Massachusetts law, on a date fixed by the Board of Trustees of the Trust, if the Trust fails to maintain ▇▇▇▇▇’▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount as provided in Section 11.7(a) or to satisfy the 1940 Act APS Asset Coverage as provided in Section 6 and such failure is not cured on or before the APS Basic Maintenance Cure Date or the 1940 Act Cure Date (herein collectively referred to as a “Cure Date”), as the case may be. In addition, holders of APS so redeemed shall be entitled to receive Gross-Up Dividends to the extent provided herein. The number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D APS and other Preferred Stock Shares to be redeemed shall be equal to the lesser of (without regard i) the minimum number of APS the redemption of which, if deemed to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") have occurred immediately prior to the opening of business on the second trading day after the conditions Cure Date, together with all shares of other Preferred Shares subject to redemption or retirement, would result in the preceding sentences haveTrust having ▇▇▇▇▇’▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the 1940 Act APS Asset Coverage, from time as the case may be, on such Cure Date (provided that, if there is no such minimum number of shares of APS and shares of other Preferred Shares (including any VMTP Shares) the redemption of which would have such result, all shares of APS and shares of other Preferred Shares, including VMTP Shares, then Outstanding shall be redeemed), and (ii) the maximum number of shares of APS, together with all shares of other Preferred Shares, including VMTP Shares, subject to timeredemption or retirement, been satisfiedthat can be redeemed out of funds expected to be legally available therefor on such redemption date. In determining the number of APS and other Preferred Shares required to be redeemed in accordance with the foregoing, the Trust shall allocate the number required to be redeemed which would result in the Trust having ▇▇▇▇▇’▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the 1940 Act APS Asset Coverage, as the case may be, on a pro rata basis among shares of APS of all series and other Preferred Shares, including VMTP Shares, based upon the proportion that the aggregate liquidation preference of the outstanding APS and other Preferred Shares of any series bears to the aggregate liquidation preference of all outstanding series of APS and other Preferred Shares, subject to redemption pursuant to provisions similar to those contained in this Section 11.4(a)(ii); provided that, shares of APS which may not be redeemed at the option of the Trust due to the designation of a Non-Call Period applicable to such shares (A) will be subject to mandatory redemption only to the extent that other shares are not available to satisfy the number of shares required to be redeemed and (B) will be selected for redemption in an ascending order of outstanding number of days in the Non-Call Period (with shares with the lowest number of days to be redeemed first) and by lot in the event of shares having an equal number of days in such Non-Call Period. The Trust shall effect such redemption on a Business Day which is not later than 35 days after such Cure Date, except that if the Trust does not have funds legally available for the redemption of all of the required number of APS and other Preferred Shares, including VMTP Shares, which are subject to mandatory redemption or the Trust otherwise is unable to effect such redemption on or prior to 35 days after such Cure Date, the Trust shall redeem those APS and other Preferred Shares, including VMTP Shares, which it is unable to redeem on the earliest practicable date on which it is able to effect such redemption out of funds legally available therefor. For the avoidance of doubt, Sections 2.5(a) and 2.5(b) of Exhibit 1 hereto contain additional mandatory redemption provisions relating to the VMTP Shares. (b) Notice Notwithstanding any other provision of this Section 11.4, no shares of APS may be redeemed pursuant to Section 11.4(a)(i) of these Bylaws (i) unless all dividends in arrears on all remaining outstanding shares of Parity Shares shall have been or are being contemporaneously paid or declared and set apart for payment and (ii) if redemption (thereof would result in the "Redemption Notice") will be given by mail Trust’s failure to maintain ▇▇▇▇▇’▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the holders of APS Basic Maintenance Amount. In the Series D Preferred Stock not event that less than 30 nor all the outstanding shares of a series of APS are to be redeemed and there is more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mailone Holder, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares that series of APS to be redeemed shall be selected by lot or pro rata or in some such other equitable manner determined by method as the Board Trust shall deem fair and equitable. For the avoidance of Directors doubt, Section 2.5(d)(v) of Exhibit 1 hereto contains additional provisions relating to prohibitions on redemption of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding VMTP Shares. (c) Whenever shares of Series D Preferred Stock shall APS are to be redeemed, the Trust, not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date less than 17 nor more than 30 days prior to the date fixed for redemption, shall mail a notice (“Notice of Redemption”) by first-class mail, postage prepaid, to each Holder of APS to be redeemed and to the Corporation Auction Agent. The Notice of Redemption shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. set forth (ci) On the redemption date, (ii) the Company must payamount of the redemption price, in cash(iii) the aggregate number of APS of such series to be redeemed, (iv) the place or places where APS of such series are to be surrendered for payment of the redemption price, (v) a statement that dividends on each share of Series D Preferred Stock the shares to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a shall cease to accumulate on such redemption date falling after a dividend payment record date and prior to the related payment date, the (except that holders of the Series D Preferred Stock at the close of business on such record date will may be entitled to receive Gross-up Dividends) and (vi) the dividend payable on provision of these Bylaws pursuant to which such shares on are being redeemed. No defect in the corresponding dividend payment date, notwithstanding Notice of Redemption or in the mailing or publication thereof shall affect the validity of the redemption proceedings, except as required by applicable law. If the Notice of Redemption shall have been given as aforesaid and, concurrently or thereafter, the Trust shall have deposited in trust with the Auction Agent, or segregated in an account at the Trust’s custodian bank for the benefit of the Auction Agent, Deposit Securities (with a right of substitution) having an aggregate Discounted Value equal to the redemption payment for the APS as to which such Notice of Redemption has been given with irrevocable instructions and authority to pay the redemption price to the Holders of such shares, then upon the date of such deposit or, if no such deposit is made, then upon such date fixed for redemption (unless the Trust shall default in making the redemption payment), all rights (including without limitation voting rights) of the Holders of such shares following as shareholders of the Trust by reason of the ownership of such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption and terminate (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date their right to receive the dividend payable on such sharesredemption price in respect thereof and any Gross-up Dividends, but without interest), and such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemptionOutstanding. Such cancelled shares The Trust shall be restored entitled to the status of authorized but unissued shares of Preferred Stockreceive, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase from the Auction Agent the interest, if any, on such Deposit Securities deposited with it and the Holders of any shares so redeemed shall have no claim to any of such interest. In case the Series D Preferred Stock by tender or by private agreementHolder of any shares so called for redemption shall not claim the redemption payment for his shares within one year after the date of redemption, the Auction Agent shall, upon demand, pay over to the Trust such amount remaining on deposit and the Auction Agent shall thereupon be relieved of all responsibility to the Holder of such shares called for redemption and such Holder thereafter shall look only to the Trust for the redemption payment.

Redemption. (a) The Shares of APS shall be redeemable by the Trust as provided below: (i) To the extent permitted under the 1940 Act and Massachusetts law, upon giving a Notice of Redemption, the Trust at its option may redeem shares of Series D Preferred Stock will be redeemable at the option any series of the Company APS, in whole or in part, for cash out of funds legally available therefor, at the Optional Redemption Price per share, on any Dividend Payment Date; provided that no share of APS may be redeemed at the option of the Trust during (A) the Initial Dividend Period with respect to a series of shares or for (B) a Non-Call Period to which such share is subject. In addition, holders of APS which are redeemed shall be entitled to receive Gross-Up Dividends to the extent provided herein. (ii) The Trust shall redeem, out of funds legally available therefor, at the Mandatory Redemption Price per share, shares of APS and other Preferred Shares to the extent permitted under the 1940 Act and Massachusetts law, on a date fixed by the Board of Trustees of the Trust, if the Trust fails to maintain M▇▇▇▇’▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount as provided in Section 11.7(a) or to satisfy the 1940 Act APS Asset Coverage as provided in Section 6 and such failure is not cured on or before the APS Basic Maintenance Cure Date or the 1940 Act Cure Date (herein collectively referred to as a “Cure Date”), as the case may be. In addition, holders of APS so redeemed shall be entitled to receive Gross-Up Dividends to the extent provided herein. The number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D APS and other Preferred Stock Shares to be redeemed shall be equal to the lesser of (without regard i) the minimum number of APS the redemption of which, if deemed to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") have occurred immediately prior to the opening of business on the second trading day after the conditions Cure Date, together with all shares of other Preferred Shares subject to redemption or retirement, would result in the preceding sentences haveTrust having M▇▇▇▇’▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the 1940 Act APS Asset Coverage, from time as the case may be, on such Cure Date (provided that, if there is no such minimum number of shares of APS and shares of other Preferred Shares (including any VMTP Shares) the redemption of which would have such result, all shares of APS and shares of other Preferred Shares, including VMTP Shares, then Outstanding shall be redeemed), and (ii) the maximum number of shares of APS, together with all shares of other Preferred Shares, including VMTP Shares, subject to timeredemption or retirement, been satisfiedthat can be redeemed out of funds expected to be legally available therefor on such redemption date. In determining the number of APS and other Preferred Shares required to be redeemed in accordance with the foregoing, the Trust shall allocate the number required to be redeemed which would result in the Trust having M▇▇▇▇’▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the APS Basic Maintenance Amount or satisfaction of the 1940 Act APS Asset Coverage, as the case may be, on a pro rata basis among shares of APS of all series and other Preferred Shares, including VMTP Shares, based upon the proportion that the aggregate liquidation preference of the outstanding APS and other Preferred Shares of any series bears to the aggregate liquidation preference of all outstanding series of APS and other Preferred Shares, subject to redemption pursuant to provisions similar to those contained in this Section 11.4(a)(ii); provided that, shares of APS which may not be redeemed at the option of the Trust due to the designation of a Non-Call Period applicable to such shares (A) will be subject to mandatory redemption only to the extent that other shares are not available to satisfy the number of shares required to be redeemed and (B) will be selected for redemption in an ascending order of outstanding number of days in the Non-Call Period (with shares with the lowest number of days to be redeemed first) and by lot in the event of shares having an equal number of days in such Non-Call Period. The Trust shall effect such redemption on a Business Day which is not later than 35 days after such Cure Date, except that if the Trust does not have funds legally available for the redemption of all of the required number of APS and other Preferred Shares, including VMTP Shares, which are subject to mandatory redemption or the Trust otherwise is unable to effect such redemption on or prior to 35 days after such Cure Date, the Trust shall redeem those APS and other Preferred Shares, including VMTP Shares, which it is unable to redeem on the earliest practicable date on which it is able to effect such redemption out of funds legally available therefor. For the avoidance of doubt, Sections 2.5(a) and 2.5(b) of Exhibit 1 hereto contain additional mandatory redemption provisions relating to the VMTP Shares. (b) Notice Notwithstanding any other provision of this Section 11.4, no shares of APS may be redeemed pursuant to Section 11.4(a)(i) of these Bylaws (i) unless all dividends in arrears on all remaining outstanding shares of Parity Shares shall have been or are being contemporaneously paid or declared and set apart for payment and (ii) if redemption (thereof would result in the "Redemption Notice") will be given by mail Trust’s failure to maintain M▇▇▇▇’▇ Eligible Assets with an aggregate Discounted Value equal to or greater than the holders of APS Basic Maintenance Amount. In the Series D Preferred Stock not event that less than 30 nor all the outstanding shares of a series of APS are to be redeemed and there is more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mailone Holder, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares that series of APS to be redeemed shall be selected by lot or pro rata or in some such other equitable manner determined by method as the Board Trust shall deem fair and equitable. For the avoidance of Directors doubt, Section 2.5(d)(v) of Exhibit 1 hereto contains additional provisions relating to prohibitions on redemption of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding VMTP Shares. (c) Whenever shares of Series D Preferred Stock shall APS are to be redeemed, the Trust, not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date less than 17 nor more than 30 days prior to the date fixed for redemption, shall mail a notice (“Notice of Redemption”) by first-class mail, postage prepaid, to each Holder of APS to be redeemed and to the Corporation Auction Agent. The Notice of Redemption shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. set forth (ci) On the redemption date, (ii) the Company must payamount of the redemption price, in cash(iii) the aggregate number of APS of such series to be redeemed, (iv) the place or places where APS of such series are to be surrendered for payment of the redemption price, (v) a statement that dividends on each share of Series D Preferred Stock the shares to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a shall cease to accumulate on such redemption date falling after a dividend payment record date and prior to the related payment date, the (except that holders of the Series D Preferred Stock at the close of business on such record date will may be entitled to receive Gross-up Dividends) and (vi) the dividend payable on provision of these Bylaws pursuant to which such shares on are being redeemed. No defect in the corresponding dividend payment date, notwithstanding Notice of Redemption or in the mailing or publication thereof shall affect the validity of the redemption proceedings, except as required by applicable law. If the Notice of Redemption shall have been given as aforesaid and, concurrently or thereafter, the Trust shall have deposited in trust with the Auction Agent, or segregated in an account at the Trust’s custodian bank for the benefit of the Auction Agent, Deposit Securities (with a right of substitution) having an aggregate Discounted Value equal to the redemption payment for the APS as to which such Notice of Redemption has been given with irrevocable instructions and authority to pay the redemption price to the Holders of such shares, then upon the date of such deposit or, if no such deposit is made, then upon such date fixed for redemption (unless the Trust shall default in making the redemption payment), all rights (including without limitation voting rights) of the Holders of such shares following as shareholders of the Trust by reason of the ownership of such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption and terminate (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date their right to receive the dividend payable on such sharesredemption price in respect thereof and any Gross-up Dividends, but without interest), and such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemptionOutstanding. Such cancelled shares The Trust shall be restored entitled to the status of authorized but unissued shares of Preferred Stockreceive, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase from the Auction Agent the interest, if any, on such Deposit Securities deposited with it and the Holders of any shares so redeemed shall have no claim to any of such interest. In case the Series D Preferred Stock by tender or by private agreementHolder of any shares so called for redemption shall not claim the redemption payment for his shares within one year after the date of redemption, the Auction Agent shall, upon demand, pay over to the Trust such amount remaining on deposit and the Auction Agent shall thereupon be relieved of all responsibility to the Holder of such shares called for redemption and such Holder thereafter shall look only to the Trust for the redemption payment.

Redemption. (a1) The shares On and after the third (3rd) anniversary of the Series E Issue Date, the holders of Series D E Preferred Stock will be redeemable Units may require the Partnership, upon at the option of the Company least 30 days notice, to redeem in whole or whole, but not in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D E Preferred Stock Units for a redemption price per Series E Preferred Unit payable in cash equal to be redeemed (without regard the Stated Value plus an amount equal to any accumulated and unpaid dividends) as of the opening of business on distributions to the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Aggregate Redemption NoticeValue") will be given by mail to ). Notwithstanding the holders forgoing, upon receipt of a redemption notice from a holder of the Series D E Preferred Stock not less than 30 nor more than 60 days prior Units and in lieu of payment in cash as previously provided, the General Partner or ▇▇▇▇▇▇▇▇ Properties Trust, a Maryland real estate investment trust (the "Company"), (or both) may, in its sole and absolute discretion, elect to purchase directly and acquire such Series E Preferred Units from the date selected holder of such Series E Preferred Units in exchange for the number of Common Shares of the Company obtained by dividing the Aggregate Redemption Value by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends Current Market Price on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On business day immediately preceding the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at filed with the office of its registrar and transfer agent Securities Exchange Commission a sufficient number of shares of Common Stock and an amount of cash to effect registration statement covering the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders resale of such shares Common Shares and the registration statement has been declared effective by the Securities and Exchange Commission (the "SEC") under the Securities Act as of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with (without any stop orders), and the Company has agreed to use its best efforts to maintain such notice registration statement effective until the earlier of the certificates representing any such shares (properly endorsed or assigned for transfer, if date the Board of Directors Common Shares issue in payment of the Company shall so require and Aggregate Redemption Price have been resold by the notice shall so state), each holder of Series D Preferred Stock or six (unless 6) months following the redemption date. The holder agrees that the Company defaults in may extend the delivery of redemption date for up to an additional sixty (60) days as may be deemed necessary by the Company to have the registration statement declared effective by the SEC provided that the Company continues to use its best efforts to have the registration statement declared effective under the Securities Act. No fractional shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to shall be issued upon redemption of the Series D E Preferred Stock, but, Units. Instead of any factional interest in lieu thereofa Common Share that would otherwise be deliverable, the Company will or the General Partner, as the case may be, shall pay a an amount in cash adjustment based on upon the current market price Current Market Price of the Common Stock Shares on the business day prior to immediately preceding the redemption date. If fewer the General Partner or the Company exercises its purchase election and delivers Common Shares in payment of the Aggregate Redemption Value, then the Partnership will cause the General Partner or the Company, as the case may be, to issue to the holder of the redeemed Class E Units additional Common Shares (collectively, "Additional Common Shares") in the event that the holder, within thirty (30) days following the redemption date, resells the Common Shares issued in payment of the Aggregate Redemption Value and receives net proceeds from such sale(s) in an aggregate amount less than the Aggregate Redemption Value (the amount of such shortfall being referred to below as the "Shortfall"), provided that the Partnership or the Company is notified in writing within three days of the redemption date of the holder's intention to resell such Common Shares and/or any Additional Common Shares and provided further that such holder reasonably cooperates with the Partnership and the Company in any such sale, including selling the Common Shares through such broker-dealer as the Partnership or the Company may specify. The number of Additional Common Shares to be issued in such circumstance would be calculated by dividing the dollar amount of the Shortfall by the Current Market Price on the date of the last sale of the Common Shares issued in payment of the Aggregate Redemption Value, and the Partnership agrees to use best efforts to cause the Company to register under the Securities Act the resale of such Additional Common Shares and to maintain such registration statement effective until the earlier of the date the Additional Common Shares have been resold by the holder or six (6) months following the date of their issuance. (2) Unless full cumulative distributions on all outstanding Series E Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the shares represented payment thereof set apart for payment for all past distributions periods and the then current distribution period, the Partnership shall not purchase or otherwise acquire directly or indirectly any Partnership Interests ranking junior to or on a parity with the Series E Preferred Units as to distributions or upon liquidation, dissolution or winding up of the Partnership; provided that the foregoing restriction on purchases and acquisitions shall apply only to purchases and acquisitions of Partnership Interests held by any of the Company, the General Partner, any direct or indirect subsidiary of the Company or the General Partner or any of Messrs. ▇▇▇▇▇▇▇▇, August or ▇▇▇▇▇▇. (3) On or after the redemption date, each holder of Series E Preferred Units to be redeemed shall present and surrender the certificates evidencing its Series E Preferred Units to the Partnership at the place designated by the Partnership and thereupon the redemption price of such Series E Preferred Units shall be paid or the Company shall issue a certificate or certificates for the number of full Common Shares issuable upon redemption of the Series E Preferred Units, as the case may be, to or on the order of the person whose name appears on such certificate are redeemed, a new evidencing Series E Preferred Units as the owner thereof and each surrendered certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereofcanceled. (f4) Any shares or cash set aside by From and after the Company pursuant to subparagraph redemption date (e) and unclaimed at unless the end Partnership defaults in payment of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends price), all distributions on the Series D E Preferred Stock are in arrears, the Company may, at any time Units shall cease to accumulate and from time to time, purchase any shares all rights of the holders thereof, except the right to receive the redemption price thereof (including all accumulated and unpaid distributions up to the redemption date), shall cease and terminate and such Series D E Preferred Stock by tender or by private agreementUnits shall not be deemed to be outstanding for any purpose whatsoever.

Redemption. (a) The At any time after the date that is 18 months following the Issue Date, if not previously converted into Common Stock, the Holders of not less than a majority of the outstanding shares of Series D A Preferred Stock will be redeemable at shall have the option right to elect to have, out of funds legally available therefor, all (but not less than all) of the Company in whole or in part, then outstanding shares of Series A Preferred Stock redeemed by the Corporation (a “Series A Redemption”) for cash or a price per share equal to the Liquidation Preference for such number Share, plus all unpaid accrued and accumulated dividends on such share (the “Series A Redemption Price”). Any such Series A Redemption shall occur not more than sixty (60) days following receipt by the Corporation of a written election notice (the “Series A Election Notice”) from the Holders of not less than a majority of the outstanding shares of Series A Preferred Stock. Upon receipt of a Series A Election Notice, all Holders of Series A Preferred Stock shall be deemed to have elected to have all of their shares redeemed pursuant to this Section 8 and such election shall bind all Holders of Series A Preferred Stock. In exchange for the surrender to the Corporation by the respective Holders of shares of Common Series A Preferred Stock as equals of their certificate or certificates representing such shares in accordance with Section 8(c) below, the Liquidation Preference (defined hereinafter aggregate Series A Redemption Price for all shares held by each Holder of shares shall be payable in paragraph (4)) cash in immediately available funds to the respective Holders of the Series D A Preferred Stock on the applicable Series A Redemption Date and the Corporation shall contribute all of its assets to be redeemed (without regard to accumulated and unpaid dividends) as the payment of the opening of business Series A Redemption Price, and to no other corporate purpose, except to the extent prohibited by applicable Delaware law. If the Corporation fails to pay in full the amount hereunder on the date set for such redemption. In order to exercise its redemption optionamount is due in accordance with this Section, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior Corporation will pay interest thereon at a rate equal to the opening lesser of business on 18% per annum or the second trading day after maximum rate permitted by applicable law, accruing daily from such date until the conditions amount, plus all such interest thereon, is paid in the preceding sentences have, from time to time, been satisfiedfull. (b) Notice As promptly as practicable, but in no event later than ten (10) days, following receipt of redemption (the "Redemption a Series A Election Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares send written notice (the “Series A Redemption Notice”) of its receipt of a Series A Election Notice to each Holder of record of Series D A Preferred Stock. Each Series A Redemption Notice shall state: (i) the number of Shares of Series A Preferred Stock unless all such shares then outstanding are called held by the Holder that the Corporation shall redeem on the Series A Redemption Date specified in the Series A Redemption Notice; (ii) the date of the closing of the redemption, which pursuant to Section 8(a) shall be no later than sixty (60) days following receipt by the Corporation of the Series A Election Notice (the applicable date, the “Series A Redemption Date”) and the Series A Redemption Price; and (iii) the manner and place designated for simultaneous redemptionsurrender by the Holder to the Corporation of his, her or its certificate or certificates representing the Shares of Series A Preferred Stock to be redeemed. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of or before the Series D Preferred Stock at the close A Redemption Date, each Holder of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D A Preferred Stock called shall surrender the certificate or certificates representing such Shares to the Corporation, in the manner and place designated in the Series A Redemption Notice, duly assigned or endorsed for redemption transfer to the Corporation (or on accompanied by duly executed stock powers relating thereto), or, in the shares event the certificate or certificates are lost, stolen or missing, shall deliver an affidavit of Common Stock issuable upon loss, in the manner and place designated in the Series A Redemption Notice. Each surrendered certificate shall be canceled and retired and the Corporation shall thereafter make payment of the applicable Series A Redemption Price by certified check or wire transfer to the holder of record of such redemptioncertificate. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue If on the applicable Series D Preferred Stock called A Redemption Date, the Series A Redemption Price is paid (or tendered for redemption (except thatpayment) for any of the shares to be redeemed on such Series A Redemption Date, then on such date all rights of the Holder in the case of a redemption date after a dividend payment record date shares so redeemed and prior paid or tendered, including any rights to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable dividends on such shares), shall cease, and such shares shall be cancelled and shall no longer be deemed to be outstanding issued and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemableoutstanding. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (ai) The shares Upon the occurrence of Series a Class D Change of Control, each Class D Preferred Stock will be redeemable Unit Holder shall have the option, exercisable at its sole election, but only during the period beginning upon the occurrence of such Class D Change of Control and ending at the option end of the Company in whole 90th day following such occurrence, to require the Partnership to redeem all, or in partany Minimum Portion, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series Class D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for Units held by such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series Class D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart Unit Holder for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash in respect of each Class D Preferred Unit to effect be redeemed equal to the redemptionClass D Redemption Price of such Class D Preferred Unit. The Partnership shall deliver to all Class D Preferred Unit Holders a written notice of the expected occurrence of a Class D Change of Control (a “Class D CoC Notice”) within five Business Days following execution of definitive agreements relating to a Class D Change of Control, dividends will cease and at least fifteen Business Days prior to accrue consummating such Class D Change of Control (or, if such advance notice is not practicable based on the Series event that resulted in a Class D Change of Control, as soon as reasonably practicable upon the Partnership becoming aware of such Class D Change of Control), which Class D CoC Notice shall include the material terms of the event constituting a Class D Change of Control and any definitive agreements executed by the Partnership or the General Partner in connection therewith. To exercise its right to redemption pursuant to this Section 5.13(d)(i), a Class D Preferred Stock called for redemption Unit Holder must deliver a written notice of such exercise (except that, in a “Class D CoC Redemption Election Notice”) to the case of a redemption date after a dividend payment record date and Partnership prior to the related dividend payment date90th day following the occurrence of such Class D Change of Control, holders which Class D CoC Redemption Election Notice shall set forth the number of Series Class D Preferred Stock on Units such Class D Preferred Unit Holder elects to have redeemed by the dividend payment record Partnership pursuant to this Section 5.13(d)(i). No later than five Business Days following the later of the occurrence of such Change of Control or the delivery of a Class D CoC Redemption Election Notice by a Class D Preferred Unit Holder to the Partnership, the Partnership shall redeem the Class D Preferred Units set forth in such Class D CoC Redemption Election Notice by paying such Class D Preferred Unit Holder an amount in cash in same-day funds in respect of each such Class D Preferred Unit equal to the Class D Redemption Price of such Class D Preferred Unit. Notwithstanding the foregoing, if a redemption pursuant to this Section 5.13(d)(i) would cause the Class D Preferred Units to be characterized as “disqualified stock,” “disqualified capital stock” or any similar concept pursuant to the terms of any agreement, document or instrument governing or evidencing any Funded Indebtedness of the Partnership or its Subsidiaries that is, or was originally issued or incurred, in excess of $10,000,000, the redemption obligation of the Partnership set forth in this Section 5.13(d)(i) shall be tolled until the earlier of the date (A) such redemption would comply with a “Restricted Payments” covenant or similar covenant contained in any such agreement, document or instrument, or (B) the applicable loans and other debt obligations under such agreement, document or instrument are, to the extent required, repaid (and, if applicable, any commitments will be entitled on terminated and any obligations to offer to redeem, repay or repurchase such dividend payment date loans or other debt obligations as a result of the Class D Change of Control will have expired) prior to receive such redemption of the dividend payable on Class D Preferred Units and the Partnership will timely comply with any “change of control offer” or similar requirements under the terms of any such shares)agreement, such shares document or instrument, if applicable. The preceding sentence shall be cancelled and shall no longer not be deemed to be outstanding and all rights of the holders of such shares of Series a waiver by any Class D Preferred Stock shall cease except the Unit Holder of its right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to Partnership and/or its successor the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender cash payment required by this Section 5.13(d)(i) in accordance connection with such notice Class D Change of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require Control and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemableredemption. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares In the event of Series D Preferred Stock will be redeemable at a Deemed Liquidation Event, if the option Company does not distribute the net proceeds therefrom, together with any other assets of the Company in whole or in partavailable for distribution to the Preferred Members (the “Available Proceeds”), for cash or for within ninety (90) days of such number event, then within thirty (30) days after the receipt by the Company of shares of Common Stock as equals a written request from the Liquidation Preference (defined hereinafter in paragraph (4)) Majority Preferred Members that all of the then outstanding Preferred Units be redeemed, the Company shall, to the extent it may lawfully do so, redeem in one installment (such payment date being referred to herein as a “Redemption Date”) the then outstanding Preferred Units by paying in cash therefor an amount per Preferred Unit equal to the applicable Original Issue Price plus the applicable Preferred Return (the “Redemption Price”). If the Available Proceeds are not sufficient to redeem all outstanding Preferred Units, or if the Company does not have sufficient lawfully available funds to effect such redemption, the Company (i) first, shall redeem a pro rata portion of each Preferred Member’s Series D B Preferred Stock Units to the fullest extent of such Available Proceeds or lawfully available funds, as applicable, based on the respective amounts which would otherwise be payable in respect of such Series B Preferred Units to be redeemed if the Available Proceeds or legally available funds were sufficient to redeem all such Series B Preferred Units, and shall redeem the remaining Series B Preferred Units to have been redeemed as soon as practicable after the Company has funds legally available therefor and (without regard ii) second, shall redeem a pro rata portion of each Preferred Member’s Series A Preferred Units to accumulated and unpaid dividends) the fullest extent of such Available Proceeds or lawfully available funds, as of the opening of business applicable, based on the date set for respective amounts which would otherwise be payable in respect of such redemption. In order Series A Preferred Units to exercise its redemption optionbe redeemed if the Available Proceeds or legally available funds were sufficient to redeem all such Series A Preferred Units, and shall redeem the remaining Series A Preferred Units to have been redeemed as soon as practicable after the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfiedhas funds legally available therefor. (b) Notice On the Redemption Date the applicable Redemption Price of redemption (the "Redemption Notice") will Preferred Units shall be given by mail payable to the holders order of the Series D Preferred Stock not less than 30 nor more than 60 days prior to Member owning the date selected by the Company to redeem the Series D Preferred StockUnits being redeemed. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On From and after the date fixed for redemptionRedemption Date, provided that unless there shall have been a default in payment of the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemptionRedemption Price, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares Preferred Units designated for redemption on the Redemption Date as holders of Series D Preferred Stock shall cease Units (except the right to receive the shares of Common Stock upon applicable Redemption Price without interest) shall cease with respect to such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to seriesUnits, and may such Preferred Units shall not thereafter be issued but not as shares of Series D Preferred Stock. At the close of business transferred on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors books of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, be deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D outstanding for any purpose whatsoever. Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior Units not redeemed shall remain outstanding and entitled to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereofrights and preferences provided herein. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The In the event the Corporation declares and pays dividends in an aggregate amount in excess of $20,000,000 following June 19, 2009, for a twelve month period thereafter, the holders of a majority of the then outstanding shares of Series D B Preferred Stock will be redeemable at shall have the option right to deliver a notice of election of redemption to the Corporation. Within one hundred eighty (180) days of the Company Corporation’s receipt of such notice, the Corporation shall redeem, out of funds legally available therefor, all (but not less than all) outstanding shares of Series B Preferred Stock which have not been converted into Common Stock pursuant to Section 4 (the date on which such shares are redeemed, the “Redemption Date”). The Corporation shall redeem the shares of Series B Preferred Stock by paying in whole or in part, for cash or an amount per share equal to the Original Issue Price for such Series B Preferred Stock, plus an amount equal to all declared and unpaid dividends thereon, whether or not earned (the “Redemption Price”). If the funds legally available for redemption of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full Redemption Price, subject to Section 7(d) below, the Corporation shall effect such redemption pro rata among the holders of the Series B Preferred Stock so that each holder of Series B Preferred Stock shall receive a redemption payment equal to a fraction of the aggregate amount available for redemption, the numerator of which is the number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D B Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as held by such holder with each number multiplied by the Redemption Price of the opening each share of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D B Preferred Stock in writing (held by such holder, and the "Conditions Satisfaction Notice") prior to denominator of which is the opening number of business on shares of Series B Preferred Stock outstanding multiplied by the second trading day after the conditions in the preceding sentences have, from time to time, been satisfiedRedemption Price of each such outstanding share of Series B Preferred Stock. (b) Notice of Any redemption (the "Redemption Notice"effected pursuant to Section 7(a) will shall be given by mail to made on a pro rata basis among the holders of the Series D B Preferred Stock not less than 30 nor more than 60 days prior in proportion to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D B Preferred Stock are to be redeemed, the shares to be redeemed shall be selected then held by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptionthem. (c) On the redemption dateAt least fifteen (15), the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and but no more than thirty (30) days prior to the related payment dateRedemption Date, the holders written notice shall be mailed, first class postage prepaid, to each holder of the Series D Preferred Stock record (at the close of business on such record date will the business day next preceding the day on which notice is given) of the Series B Preferred Stock to be entitled to receive redeemed, at the dividend payable on such shares address last shown on the corresponding dividend payment daterecords of the Corporation for such holder, notwithstanding notifying such holder of the redemption to be effected, specifying the number of shares to be redeemed from such holder, the Redemption Date, the Redemption Price, the place at which payment may be obtained and calling upon such holder to surrender to the Corporation, in the manner and at the place designated, the holder’s certificate or certificates representing the shares following such dividend payment record dateto be redeemed (the “Redemption Notice”). Except as provided for in herein, on or after the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares Redemption Date each holder of Series D B Preferred Stock called for redemption to be redeemed shall surrender to this Corporation the certificate or on the shares of Common Stock issuable upon certificates representing such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except thatshares, in the case manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed payable to be outstanding and all rights the order of the holders of person whose name appears on such shares of Series D Preferred Stock shall cease except certificate or certificates as the right to receive the shares of Common Stock upon such redemption owner thereof and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares each surrendered certificate shall be restored to cancelled. In the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. (d) From and after the Redemption Date, unless there shall have been a default (including a partial payment pursuant to the provisions of Section 7(a) above) in payment of the Redemption Price, all rights of the holders of shares of Series D B Preferred Stock designated for redemption in the Redemption Notice as holders of Series B Preferred Stock (except the right to receive the Redemption Price without cost interest upon surrender of their certificate or certificates) shall cease with respect to the holder thereof. (f) Any shares designated for redemption on such date, and such shares shall not thereafter be transferred on the books of the Corporation or cash set aside by be deemed to be outstanding for any purpose whatsoever. If the Company pursuant funds of the Corporation legally available for redemption of shares of Series B Preferred Stock on the Redemption Date are insufficient to subparagraph (e) and unclaimed redeem the total number of shares of Series B Preferred Stock to be redeemed on such date at the end Redemption Price, those funds which are legally available will be used to redeem the maximum possible number of three years from such shares ratably among the date fixed holders of such shares to be redeemed based upon their holdings of Series B Preferred Stock. The shares of Series B Preferred Stock not redeemed shall remain outstanding and entitled to all the rights and preferences provided herein. At any time thereafter when additional funds of the Corporation are legally available for the redemption shall revert of shares of Series B Preferred Stock such funds will immediately be used to redeem on a pro rata basis the Company. (g) Subject balance of the shares which the Corporation has become obliged to applicable law and the limitation on purchases when dividends redeem on the Series D Preferred Stock are in arrearsRedemption Date, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreementbut which it has not redeemed.

Redemption. (ai) The shares of On the First Call Date or any subsequent Reset Date the Corporation, at its option, upon not fewer than 30 nor more than 60 days’ written notice, may redeem the Series D A Preferred Stock will be redeemable at the option of the Company Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25,000 per share, plus all accrued and unpaid dividends (whether or not declared) thereon up to, but excluding the date fixed for such number redemption, without interest, to the extent the Corporation has funds legally available therefor (the “Call Date Redemption Right”) and (ii) at any time within 120 days after the conclusion of any review or appeal process instituted by the Corporation following the occurrence of a Series A Preferred Ratings Event, upon not fewer than 30 nor more than 60 days’ written notice, may redeem the Series A Preferred Stock, in whole but not in part, at any time or from time to time, for cash at a redemption price of $25,500 per share, plus all accrued and unpaid dividends (whether or not declared) thereon up to, but excluding the date fixed for redemption, without interest, to the extent the Corporation has funds legally available therefor (the “Ratings Event Redemption Right”, and together with the Call Date Redemption Right, the “Redemption Right”). If fewer than all of the outstanding shares of Common Series A Preferred Stock as equals are to be redeemed, the Liquidation Preference (defined hereinafter in paragraph (4)) shares of the Series D A Preferred Stock to be redeemed shall be redeemed pro rata or by lot. Holders of Series A Preferred Stock to be redeemed (without regard i) pursuant to accumulated the Call Date Redemption Right, shall surrender such Series A Preferred Stock at the place designated in such notice and shall be entitled to the redemption price of $25,000 per share and any accrued and unpaid dividends payable upon such redemption following such surrender and (ii) pursuant to the Ratings Event Redemption Right, shall surrender such Series A Preferred Stock at the place designated in such notice and shall be entitled to the redemption price of $25,500 per share and any accrued and unpaid dividends payable upon such redemption following such surrender. If (i) notice of redemption of any shares of Series A Preferred Stock has been given, (ii) the funds necessary for such redemption have been set aside by the Corporation in trust for the benefit of the holders of any shares of Series A Preferred Stock so called for redemption, and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid dividends) as , then from and after the redemption date, dividends shall cease to accrue on such shares of the opening Series A Preferred Stock, such shares of business on the date set for such redemption. In order to exercise its redemption optionSeries A Preferred Stock shall no longer be deemed outstanding, the Company must notify and all rights of the holders of record such shares shall terminate, except the right to receive the redemption price plus any accrued and unpaid dividends payable upon such redemption, without interest. Subject to applicable escheat laws, any such cash unclaimed at the end of its two years from the redemption date shall revert to the general funds of the Corporation, after which reversion, the holders of such shares so called for redemption shall look only to the general funds of the Corporation for the payment of such cash. So long as full cumulative dividends on the Series D A Preferred Stock for all past Dividend Periods that have ended shall have been or contemporaneously are (i) declared and paid in writing cash, or (ii) declared and a sum sufficient for the "Conditions Satisfaction Notice") prior payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to the opening of business on the second trading day after the conditions in the preceding sentences havepurchase, from time to time, been satisfiedeither at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board. (b) No shares of Series A Preferred Stock shall be redeemed by the Corporation pursuant to the Redemption Right if following such redemption less than $100,000,000 of liquidation preference of Series A Preferred Stock would remain outstanding; provided, however, the foregoing shall not prevent any purchase or other acquisition of Series A Preferred Stock pursuant to any offer to purchase, tender offer or exchange offer made to each holder of Series A Preferred Stock. (c) Unless full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no shares of Series A Preferred Stock shall be redeemed pursuant to the Redemption Right unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed and the Corporation shall not purchase or otherwise acquire, directly or indirectly, any shares of Series A Preferred Stock (except by conversion into or in exchange for shares of capital stock of the Corporation ranking, as to dividends and upon liquidation, junior to the Series A Preferred Stock); provided, however, that the foregoing shall not prevent the purchase or acquisition of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock. (d) Notice of redemption (the "Redemption Notice") will be given by mail pursuant to the holders of Redemption Right shall be mailed by the Series D Preferred Stock Corporation, postage prepaid, not less fewer than 30 nor or more than 60 days prior to the date selected redemption date, addressed to the respective holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation. The notice of redemption may be contingent upon the occurrence of a future event. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series A Preferred Stock, except as to the holder to whom such notice was defective or not given. In addition to any information required by law or by the Company to redeem applicable rules of any exchange upon which the Series D A Preferred Stock may be listed or admitted to trading, each such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed shall cease to accrue on such redemption date; and (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed shall redeemed. Notwithstanding anything herein to the contrary, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be selected by lot or pro rata or in some other equitable manner determined by given to the Board holders of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption Series A Preferred Stock at such time and in any manner that results in additional fractional shares being outstanding. permitted by such facility. (e) If full cumulative dividends a redemption date falls after a Dividend Record Date and on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemptioncorresponding Dividend Payment Date, the Corporation shall not call for redemption any shares each holder of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D A Preferred Stock at the close of business on of such record date will Dividend Record Date shall be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, Dividend Payment Date notwithstanding the redemption of such shares following on or prior to such Dividend Payment Date or the Corporation’s default in the payment of the dividend payment record due, and each holder of Series A Preferred Stock that surrenders its shares on such redemption date will be entitled to the dividends accruing after the end of the Dividend Period to which such Dividend Payment Date relates up to, but excluding, the redemption date. Except as provided for in herein, the preceding sentence, Corporation shall make no payment or allowance will be made for accumulated and unpaid dividends dividends, whether or not in arrears, on any shares of Series D A Preferred Stock called for which a notice of redemption or on the shares of Common Stock issuable upon such redemptionhas been given. (df) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of All shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D A Preferred Stock called for redemption (except thatredeemed or repurchased pursuant to this Section 6, or otherwise acquired in any other manner by the case of a redemption date after a dividend payment record date and prior to the related dividend payment dateCorporation, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled retired and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, series or class and may thereafter be issued but not reissued as shares of Series D Preferred Stock. At the close any series of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemablepreferred stock. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares of Series D Except as set forth in Section 6(l) hereof, the Preferred Stock will Units may not be redeemable redeemed at the option of the Company in whole or in partPartnership, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock and will not be required to be redeemed (without regard to accumulated and unpaid dividendsor repurchased by the Partnership or the Previous General Partner except if a holder of a Preferred Unit effects a Redemption, as provided for in Section 6(b) as of hereof. The Partnership or the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Previous General Partner may purchase Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, Units from time to timetime in the open market, been satisfiedby tender or exchange offer, in privately negotiated purchases or otherwise. (b) On or after the first (1st) anniversary of becoming a holder of Preferred Units, a Qualifying Party shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem all or a portion of the Preferred Units held by such Qualifying Party (any Preferred Units tendered for Redemption being hereafter “Tendered Units”) in exchange (a “Redemption”) for Common Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the Partnership in its sole discretion. Any Redemption shall be exercised pursuant to a Notice of redemption Redemption delivered to the General Partner by the Qualifying Party when exercising the Redemption right (the "Redemption Notice"“Tendering Party”). (c) will be given by mail If the Partnership elects to redeem Tendered Units for Common Shares rather than cash, then the Partnership shall direct the Previous General Partner to issue and deliver such Common Shares to the holders Tendering Party pursuant to the terms set forth in this Section 6, in which case, (i) the Previous General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the Previous General Partner in exchange for Common Shares. In making such election to cause the Previous General Partner to acquire Tendered Units, the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Tendering Parties over another nor discriminates against a group or class of Tendering Parties. If the Partnership elects to redeem any number of Tendered Units for Common Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Series D Preferred Stock not less than 30 nor more than 60 days prior Tendered Units to the date selected Previous General Partner in exchange for a number of Common Shares equal to the Common Shares Amount for such number of Tendered Units. The Tendering Party shall submit (i) such information, certification or affidavit as the Previous General Partner may reasonably require in connection with the application of the Ownership Limit and other restrictions and limitations of the Charter to any such acquisition and (ii) such written representations, investment letters, legal opinions or other instruments necessary, in the Previous General Partner’s view, to effect compliance with the Securities Act. The Common Shares shall be delivered by the Company Previous General Partner as duly authorized, validly issued, fully paid and non-assessable shares, free of any pledge, lien, encumbrance or restriction other than the Ownership Limit and other restrictions provided in the Charter, the Bylaws of the Previous General Partner, the Securities Act and relevant state securities or “blue sky” laws. Neither any Tendering Party whose Tendered Units are acquired by the Previous General Partner pursuant to redeem this Section 6, any Partner, any Assignee nor any other interested Person shall have any right to require or cause the Series D Preferred StockPrevious General Partner or the General Partner to register, qualify or list any REIT Shares owned or held by such Person, whether or not such Common Shares are issued pursuant to this Section 6, with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between the Previous General Partner and any such Person. The Redemption Notice Notwithstanding any delay in such delivery, the Tendering Party shall be deemed the owner of such Common Shares for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Redemption Date. Common Shares issued upon an acquisition of the Tendered Units by the Previous General Partner pursuant to this Section 6 may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Previous General Partner in good faith determines to be necessary or advisable in order to ensure compliance with such laws. (d) The Partnership shall have been no obligation to effect any redemption unless and until a Tendering Party has given when deposited in the United States mail, first-Partnership a Notice of Redemption. Each Notice of Redemption shall be sent by hand delivery or by first class mail, postage prepaid, to AIMCO Properties, L.P., c/o AIMCO-GP, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Investor Relations, or to such other address as the Partnership shall specify in writing by delivery to the holders of the Preferred Units in the same manner as that set forth above for delivery of the Notice of Redemption. At any time prior to the Specified Redemption Date for any Redemption, any holder may revoke its Notice of Redemption. (e) A Tendering Party shall have no right to receive distributions with respect to any Tendered Units (other than the Cash Amount) paid after delivery of the Notice of Redemption, whether or not the record date for such notice is actually receiveddistribution precedes or coincides with such delivery of the Notice of Redemption. The Company's right If the Partnership elects to exercise its redemption option will not redeem any number of Tendered Units for cash, the Cash Amount for such number of Tendered Units shall be affected by changes delivered as a certified check payable to the Tendering Party or, in the closing price of General Partner’s sole and absolute discretion, in immediately available funds. (f) In the Common Stock following such 30-day period. If fewer than event that the Partnership declines to cause the Previous General Partner to acquire all of the shares Tendered Units from the Tendering Party in exchange for Common Shares pursuant to this Section 6 following receipt of Series D a Notice of Redemption (a “Declination”): (1) The Previous General Partner or the General Partner shall give notice of such Declination to the Tendering Party on or before the close of business on the Cut-Off Date. (2) The Partnership may elect to raise funds for the payment of the Cash Amount either (a) by requiring that the Previous General Partner contribute such funds from the proceeds of a registered public offering (a “Public Offering Funding”) by the Previous General Partner of a number of Common Shares (“Registrable Shares”) equal to the Common Shares Amount with respect to the Tendered Units or (b) from any other sources (including, but not limited to, the sale of any Property and the incurrence of additional Debt) available to the Partnership. (3) Promptly upon the General Partner’s receipt of the Notice of Redemption and the Previous General Partner or the General Partner giving notice of the Partnership’s Declination, the General Partner shall give notice (a “Single Funding Notice”) to all Qualifying Parties then holding Preferred Stock are Units and having Redemption rights pursuant to this Section 6 and require that all such Qualifying Parties elect whether or not to effect a Redemption of their Preferred Units to be redeemedfunded through such Public Offering Funding. In the event that any such Qualifying Party elects to effect such a Redemption, it shall give notice thereof and of the shares number of Preferred Units to be redeemed made subject thereon in writing to the General Partner within ten (10) Business Days after receipt of the Single Funding Notice, and such Qualifying Party shall be selected by lot or pro rata or in some other equitable manner determined by treated as a Tendering Party for all purposes of this Section 6. In the Board of Directors of event that a Qualifying Party does not so elect, it shall be deemed to have waived its right to effect a Redemption for the Companynext twelve months; provided, however, that the Company Previous General Partner shall not be required to effect acquire Preferred Units pursuant to this Section 6(f) more than twice within any twelve-month period. Any proceeds from a Public Offering Funding that are in excess of the redemption in any manner that results in additional fractional shares being outstandingCash Amount shall be for the sole benefit of the Previous General Partner and/or the General Partner. If full cumulative dividends on The General Partner and/or the outstanding shares Special Limited Partners shall make a Capital Contribution of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior such amounts to the date fixed Partnership for redemptionan additional General Partner Interest and/or Limited Partner Interest. Any such contribution shall entitle the General Partner and the Special Limited Partners, as the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptioncase may be, to an equitable Percentage Interest adjustment. (cg) On Notwithstanding the redemption dateprovisions of this Section 6, the Company must payPrevious General Partner shall not, under any circumstances, elect to acquire Tendered Units in cash, on each share of Series D Preferred Stock to exchange for the Common Shares if such exchange would be redeemed any accumulated and unpaid dividends through prohibited under the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemptionCharter. (dh) On Notwithstanding anything herein to the contrary, with respect to any Redemption pursuant to this Section 6: (1) All Preferred Units acquired by the Previous General Partner pursuant to this Section 6 hereof shall be contributed by the Previous General Partner to any or all of the General Partner and the Special Limited Partners in such proportions as the Previous General Partner, the General Partner and the Special Limited Partners shall determine. (2) Subject to the Ownership Limit, no Tendering Party may effect a Redemption for less than five hundred (500) Preferred Units or, if such Tendering Party holds (as a Limited Partner or, economically, as an Assignee) less than five hundred (500) Preferred Units, all of the Preferred Units held by such Tendering Party. (3) Each Tendering Party (a) may effect a Redemption only once in each fiscal quarter of a Twelve-Month Period and (b) may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date fixed established by the Previous General Partner for redemptiona distribution to its shareholders of some or all of its portion of such Partnership distribution. (4) Notwithstanding anything herein to the contrary, provided with respect to any Redemption or acquisition of Tendered Units by the Previous General Partner pursuant to this Section 6, in the event that the Company has made available at Previous General Partner or the office General Partner gives notice to all Limited Partners (but excluding any Assignees) then owning Partnership Interests (a “Primary Offering Notice”) that the Previous General Partner desires to effect a primary offering of its registrar equity securities then, unless the Previous General Partner and transfer agent the General Partner otherwise consent, commencement of the actions denoted in Section 6(f) hereof as to a sufficient number Public Offering Funding with respect to any Notice of shares Redemption thereafter received, whether or not the Tendering Party is a Limited Partner, may be delayed until the earlier of Common Stock and an amount (a) the completion of cash the primary offering or (b) ninety (90) days following the giving of the Primary Offering Notice. (5) Without the Consent of the Previous General Partner, no Tendering Party may effect a Redemption within ninety (90) days following the closing of any prior Public Offering Funding. (6) The consummation of such Redemption shall be subject to effect the redemptionexpiration or termination of the applicable waiting period, dividends will cease if any, under the ▇▇▇▇- ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended. (7) The Tendering Party shall continue to accrue on the Series D Preferred Stock called for redemption own (except thatsubject, in the case of an Assignee, to the provision of Section 11.5 of the Agreement) all Preferred Units subject to any Redemption, and be treated as a redemption Limited Partner or an Assignee, as applicable, with respect to such Preferred Units for all purposes of the Agreement, until such Preferred Units are either paid for by the Partnership pursuant to this Section 6 or transferred to the Previous General Partner (or directly to the General Partner or Special Limited Partners) and paid for, by the issuance of the REIT Shares, pursuant to this Section 6 on the Specified Redemption Date. Until a Specified Redemption Date and an acquisition of the Tendered Units by the Previous General Partner pursuant to this Section 6, the Tendering Party shall have no rights as a shareholder of the Previous General Partner with respect to the REIT Shares issuable in connection with such acquisition. For purposes of determining compliance with the restrictions set forth in this Section 6(h), all Partnership Common Units and Partnership Preferred Units, including Preferred Units, beneficially owned by a Related Party of a Tendering Party shall be considered to be owned or held by such Tendering Party. (i) In connection with an exercise of Redemption rights pursuant to this Section 6, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of Common Shares and any other classes or shares of the Previous General Partner by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after a dividend payment record date and giving effect to the Redemption, neither the Tendering Party nor any Related Party will own Common Shares in excess of the Ownership Limit; (2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional Common Shares or any other class of shares of the Previous General Partner prior to the related dividend payment date, holders closing of Series D Preferred Stock the Redemption on the dividend payment record date will Specified Redemption Date; and (3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of Common Shares or any other class of shares of the Previous General Partner by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 6(i)(a) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own Common Shares or other shares of the Previous General Partner in violation of the Ownership Limit. (j) On or after the Specific Redemption Date, each holder of Preferred Units shall surrender to the Partnership the certificate evidencing such holder’s Preferred Units, at the address to which a Notice of Redemption is required to be entitled on sent. Upon such dividend payment date surrender of a certificate, the Partnership shall thereupon pay the former holder thereof the applicable Cash Amount and/or deliver Common Shares for the Preferred Units evidenced thereby. From and after the Specific Redemption Date (i) distributions with respect to receive the dividend payable on such shares)Preferred Units shall cease to accumulate, such shares shall be cancelled and (ii) the Preferred Units shall no longer be deemed outstanding, (iii) the holders thereof shall cease to be outstanding Partners to the extent of their interest in such Preferred Units, and (iv) all rights whatsoever with respect to the Preferred Units shall terminate, except the right of the holders of such shares of Series D the Preferred Stock shall cease except the right Units to receive the shares of Cash Amount and/or Common Stock upon such redemption and any cash payable upon such redemptionShares therefor, without interest from the date or any sum of such redemption. Such cancelled shares shall be restored to the status money in lieu of authorized but unissued shares of Preferred Stockinterest thereon, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the their certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemabletherefor. (ek) Fractional shares Notwithstanding the provisions of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereofthis Section 6, the Company will pay Tendering Parties (i) shall not be entitled to elect or effect a cash adjustment based on Redemption where the current market price Redemption would consist of the Common Stock on the day prior to the redemption date. If fewer less than all the shares represented Preferred Units held by Partners and, to the extent that the aggregate Percentage Interests of the Limited Partners would be reduced, as a result of the Redemption, to less than one percent (1%) and (ii) shall have no rights under the Agreement that would otherwise be prohibited under the Charter. To the extent that any such certificate are redeemedattempted Redemption would be in violation of this Section 6(k), a new certificate it shall be issued representing null and void ab initio, and the unredeemed shares of Series D Preferred Stock without cost to Tendering Party shall not acquire any rights or economic interests in Common Shares otherwise issuable by the holder thereofPrevious General Partner hereunder. (fl) Any shares or cash set aside by Notwithstanding any other provision of the Company pursuant to subparagraph (e) Agreement, on and unclaimed at the end of three years from after the date fixed for redemption shall revert to on which the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.aggregate Percentage Inter

Redemption. (a) The shares of Series D Except as set forth in Section 6(l) hereof, the Preferred Stock will Units may not be redeemable redeemed at the option of the Company in whole or in partPartnership, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock and will not be required to be redeemed (without regard to accumulated and unpaid dividendsor repurchased by the Partnership or the Previous General Partner except if a holder of a Preferred Unit effects a Redemption, as provided for in Section 6(b) as of hereof. The Partnership or the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Previous General Partner may purchase Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, Units from time to timetime in the open market, been satisfiedby tender or exchange offer, in privately negotiated purchases or otherwise. (b) On or after the first (1st) anniversary of becoming a holder of Preferred Units, a Qualifying Party shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem all or a portion of the Preferred Units held by such Qualifying Party (such Preferred Units being hereafter “Tendered Units”) in exchange (a “Redemption”) for REIT Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the Partnership in its sole discretion. Any Redemption shall be exercised pursuant to a Notice of redemption Redemption delivered to the General Partner by the Qualifying Party when exercising the Redemption right (the "Redemption Notice"“Tendering Party”). (c) will be given by mail If the Partnership elects to redeem Tendered Units for REIT Shares rather than cash, then the Partnership shall direct the Previous General Partner to issue and deliver such REIT Shares to the holders Tendering Party pursuant to the terms set forth in this Section 6, in which case, (i) the Previous General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the Previous General Partner in exchange for REIT Shares. In making such election to cause the Previous General Partner to acquire Tendered Units, the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Tendering Parties over another nor discriminates against a group or class of Tendering Parties. If the Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Series D Preferred Stock not less than 30 nor more than 60 days prior Tendered Units to the date selected Previous General Partner in exchange for a number of REIT Shares equal to the REIT Shares Amount for such number of the Tendered Units. The Tendering Party shall submit (i) such information, certification or affidavit as the Previous General Partner may reasonably require in connection with the application of the Ownership Limit and other restrictions and limitations of the Charter to any such acquisition and (ii) such written representations, investment letters, legal opinions or other instruments necessary, in the Previous General Partner’s view, to effect compliance with the Securities Act. The REIT Shares shall be delivered by the Company Previous General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter, the Bylaws of the Previous General Partner, the Securities Act and relevant state securities or “blue sky” laws. Neither any Tendering Party whose Tendered Units are acquired by the Previous General Partner pursuant to redeem this Section 6, any Partner, any Assignee nor any other interested Person shall have any right to require or cause the Series D Preferred StockPrevious General Partner or the General Partner to register, qualify or list any REIT Shares owned or held by such Person, whether or not such REIT Shares are issued pursuant to this Section 6, with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between the Previous General Partner and any such Person. The Redemption Notice Notwithstanding any delay in such delivery, the Tendering Party shall be deemed the owner of such REIT Shares 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 Previous General Partner pursuant to this Section 6 may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Previous General Partner in good faith determines to be necessary or advisable in order to ensure compliance with such laws. (d) The Partnership shall have been no obligation to effect any redemption unless and until a Tendering Party has given when deposited in the United States mail, first-Partnership a Notice of Redemption. Each Notice of Redemption shall be sent by hand delivery or by first class mail, postage prepaid, whether to AIMCO Properties, L.P., c/o AIMCO-GP, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Investor Relations, or not to such notice is actually received. The Company's right other address as the Partnership shall specify in writing by delivery to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for Units in the preceding sentence, no payment or allowance will be made same manner as that set forth above for accumulated and unpaid dividends on delivery of the Notice of Redemption. At any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and time prior to the related dividend payment dateSpecified Redemption Date for any Redemption, holders any holder may revoke its Notice of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemableRedemption. (e) Fractional shares of Common Stock are not A Tendering Party shall have no right to be issued upon redemption receive distributions with respect to any Tendered Units (other than the Cash Amount) paid after delivery of the Series D Preferred StockNotice of Redemption, butwhether or not the record date for such distribution precedes or coincides with such delivery of the Notice of Redemption. If the Partnership elects to redeem any number of Tendered Units for cash, the Cash Amount for such number of Tendered Units shall be delivered as a certified check payable to the Tendering Party or, in lieu thereofthe General Partner’s sole and absolute discretion, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereofin immediately available funds. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. The LLC shall redeem the Preferred Shares as follows: (a) The shares If, at any time after April 1, 2022, the Requisite Preferred Holders request, by written notice delivered to the LLC and each other holder of Series D Preferred Stock will be redeemable at Shares, that the option LLC redeem the outstanding Preferred Shares, the LLC shall redeem all of the Company outstanding Preferred Shares in whole or in part, for cash or for three equal annual installments and the first such number installment shall be a business day that is not more than 120 days after the LLC’s receipt of shares such request. The date of Common Stock each such installment shall be referred to herein as equals a “Redemption Date”. The LLC shall effect such redemption on each Redemption Date by paying the Liquidation Preference (defined hereinafter in paragraph (4)) holders of the Series D Preferred Stock Shares to be redeemed on such Redemption Date, in cash therefor, (without regard i) an amount per Series A Preferred Share equal to accumulated the greater of (A) the Series A Preference Amount of such Series A Preferred Share and unpaid dividends(B) the fair market value of such Series A Preferred Share as determined in good faith by the Board, (ii) an amount per Series B Preferred Share equal to the greater of (A) the Series B Preference Amount of such Series B Preferred Share and (B) the fair market value of such Series B Preferred Share as determined in good faith by the Board and (iii) an amount per Series C Preferred Share equal to the greater of (A) the Series C Preference Amount of such Series C Preferred Share and (B) the fair market value of such Series C Preferred Share as determined in good faith by the Board (the “Redemption Price”). In the event that the Requisite Preferred Holders disagree with the fair market value established by the Board, the LLC and the Requisite Preferred Holders shall mutually agree upon and select an independent investment bank, accounting firm or other financial institution to determine the fair market value (the “Independent Evaluator”); provided that in the event that the LLC and the Requisite Preferred Holders are unable to mutually agree on an Independent Evaluator, the LLC and the Requisite Preferred Holders shall each select an Independent Evaluator and the two Independent Evaluators shall mutually agree upon a final Independent Evaluator to determine such fair market value. The final Independent Evaluator’s determination of the opening fair market value of business on each Preferred Share shall be set forth in a written detailed report mutually addressed to the date set for such redemption. In order to exercise its redemption option, the Company must notify Board and the holders of record of its Series D the Preferred Stock in writing (Shares and such determination shall be final, conclusive and binding upon the "Conditions Satisfaction Notice") prior LLC and such holders. All costs related to the opening appointment of business on and valuation by the second trading day after Independent Evaluators shall be shared equally between the conditions in LLC and the preceding sentences have, from time to time, been satisfiedholders of the Preferred Shares. (b) Notice On each Redemption Date, the LLC shall redeem, on a pro rata basis in accordance with the number of Preferred Shares held by each holder thereof, that number of outstanding Preferred Shares determined by dividing (i) the total number of Preferred Shares outstanding immediately prior to such Redemption Date by (ii) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). If the redemption (by the "LLC of all Preferred Shares to be redeemed on such Redemption Notice") will Date would be given prohibited by mail the provisions of the Act governing distributions to members, the LLC shall redeem a pro rata portion of such Preferred Shares held by each holder thereof to the holders extent such redemption would not be prohibited by such provisions of the Series D Act governing distributions to members based on the respective amounts which would otherwise be payable in respect of the Preferred Stock Shares to be redeemed if the redemption of all such Preferred Shares would not less than 30 nor more than 60 days prior be prohibited by such provisions of the Act governing distributions to the date selected by the Company to members and shall redeem the Series D remaining Preferred Stock. The Redemption Notice shall be deemed Shares to have been given when deposited in redeemed as soon as practicable after the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will LLC would not be affected by changes in the closing price prohibited from making such redemption under such provisions of the Common Stock following such 30-day period. If fewer than Act governing distributions to members, provided that the redemption of all Preferred Shares shall be prior and in preference to the redemption of any other Shares or other equity securities of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptionLLC. (c) On the redemption dateAt least (30) days prior to each Redemption Date, the Company must pay, in cash, on each share LLC shall send (via an internationally recognized overnight courier) a notice (a “Redemption Notice”) to all holders of Series D Preferred Stock Shares setting forth (i) the Redemption Price for the Preferred Shares to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive Redemption Date; and (ii) the dividend payable on Redemption Date and the place at which such shares on the corresponding dividend holders may obtain payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares Redemption Price upon surrender of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemptiontheir share certificates (if any). (d) On Each holder of Preferred Shares to be redeemed shall surrender such holder’s certificates representing such Preferred Shares (if any) to the LLC in the manner and after the date fixed for redemption, provided that the Company has made available at the office place designated in the Redemption Notice. The Redemption Price of its registrar and transfer agent a sufficient number the Preferred Shares to be redeemed hereunder shall be payable to the order of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue person in whose name such Preferred Shares are owned as shown on the Series D books and records of the LLC and each such redeemed Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares Share shall be cancelled and shall no longer be deemed to be outstanding and all rights of canceled. In the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer event less than all the shares Preferred Shares represented by any such certificate certificates (if any) are redeemed, a new certificate shall be issued representing the unredeemed shares Preferred Shares. If the Redemption Notice shall have been duly delivered, and if on the applicable Redemption Date the Redemption Price payable upon redemption of Series D the Preferred Stock without cost Shares to the holder thereof. (f) Any shares be redeemed on such Redemption Date is paid or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed tendered for payment, then, notwithstanding that any certificates evidencing such Preferred Shares so called for redemption shall revert not have been surrendered, all rights with respect to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D such Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares Shares shall forthwith terminate as of the Series D Preferred Stock Redemption Date except only the right of the holders to receive the aggregate Redemption Price without interest upon surrender of their certificate or certificates (if any) therefor (or such holder notifies the LLC that such certificates have been lost, stolen or destroyed and such holder executes an agreement to indemnify the LLC from any loss incurred by tender or by private agreementit in connection with such certificates).

Redemption. (a) The shares At any time following April 1, 2025, the Preferred Unitholders (or Common Unitholders who hold Common Units as a result of Series D conversion of Preferred Stock will be redeemable Units into Common Units) shall have the right (the “Put Right”), at their option, to elect to cause any or all of their respective Preferred Units (or the option of the Company Common Units into which they have been converted in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)a Conversion) of the Series D Preferred Stock to be redeemed (without regard a “Redemption”) for cash at a redemption price equal to accumulated and unpaid dividends) as of the opening of business Fair Market Redemption Value on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders delivery of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited notice described in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the CompanySection 3.8.3(b); provided, howeverfurther, that the Company shall not be required obligated to effect redeem Units pursuant to this Section 3.8.3(a) if such redemption is not permitted or would cause a default or event of default or other acceleration of indebtedness under the Credit Documents (a “Default Causing Put”). In the event the Company is not obligated to redeem Units because of a Default Causing Put, the Company shall nevertheless be obligated to redeem the number of Units, if any, that can be redeemed without causing a Default Causing Put (with each Unitholder seeking Redemption having a number of Preferred Units (or Common Units into which they have been converted in a Conversion) redeemed determined on a pro rata basis based on the number of Units such Unitholder is seeking to have redeemed to the total number of Units that all Unitholders are seeking to have redeemed). Further, in the event the Company is not obligated to redeem Units because of a Default Causing Put, the Company shall use commercially reasonable efforts to refinance the Credit Documents which do not permit such redemption, or find an alternate source of equity or debt funding, in order to permit the redemption of the Units which are the subject of the Default Causing Put (and to re-start such commercially reasonable efforts every six months until such Redemption is funded in full). The Company and its Subsidiaries shall use commercially reasonable efforts to cause any manner credit facilities that results extend, renew, refund, replace or refinance the Credit Documents to unconditionally permit the exercise of the Put Right (subject only to financial covenant compliance in additional fractional shares being outstandingsuch credit facilities). (b) To exercise the Put Right described in this Section 3.8.3(a), a Preferred Unitholder must deliver to the Company a written notice setting forth (i) the date on which the redemption will occur, which shall be no earlier than twenty (20) Business Days after the date such notice is given; and (ii) with respect to each holder, the number of Preferred Units (or the Common Units into which they have been converted in a Conversion) subject to redemption. If full cumulative dividends The Company shall promptly deliver to the other Preferred Unitholders a written copy of any such notice it receives. No Preferred Unitholder shall exercise its Put Right more than once during any consecutive twelve (12) month period. In the event that the Company does not redeem Units held by a Preferred Unitholder within 30 days after the date set forth in such notice from such Preferred Unitholder, then in addition to any other rights or remedies such Preferred Unitholder may have (x) in the case of the Truebridge Member, interest shall accrue from such date on the outstanding shares redemption price at the rate of Series D 200 basis points above the highest rate in effect from time to time under the terms of the Company’s and any of its Subsidiaries’ indebtedness for borrowed money, compounding annually, and (y) in the case of all Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to Unitholders, such Preferred Unitholder may not, within 120 days after the date fixed for redemptionset forth in such notice from such Preferred Unitholder, withdraw its election to exercise its Put Right, but may, at any time after such 120 day period, withdraw its election to exercise its Put Right without liability and without it counting as an “exercise” under the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptionimmediately prior sentence. (c) On In connection with any Redemption of Units pursuant to Section 3.8.3(a), the Board of Managers shall initially determine the Fair Market Redemption Value of the applicable Preferred Units (or the Common Units into which they have been converted in a Conversion) (the “Redeemed Units”, and such valuation, the “Board Valuation”) in good faith and send written notice thereof to the applicable Preferred Unitholder (or Common Unitholder who holds Common Units as a result of conversion of Preferred Units into Common Units) (the “Redeeming Holder”). If the Fair Market Redemption Value is determined pursuant to the proviso in the definition of such term applicable if shares are listed on a National Securities Exchange, then such determination by the Board of Managers shall be deemed to be conclusive, absent fraud or manifest error, and not subject to the following procedures in this Section 3.8.3(b). Within ten (10) Business Days of the delivery by the Company to the Redeeming Holder of the Board of Manager’s determination of Fair Market Redemption Value of the applicable Redeemed Units, the Redeeming Holder may notify the Company in writing that it objects to the Board of Manager’s ascribed valuation of the applicable Redeemed Units and propose a different valuation (the “Redeeming Holder Valuation”) of such applicable Redeemed Units (the “Objection Notice”). If the Redeeming Holder timely delivers an Objection Notice and the Board of Managers does not agree with the proposed different valuation, then the Company and such Redeeming Holder shall, within 20 days of the delivery of the Objection Notice (or such longer period of time as is mutually agreed upon by the Company and the Redeeming Holder), jointly engage a nationally recognized investment bank or appraisal firm reasonably acceptable to both the Company and the Redeeming Holder (the “Appraisal Firm”) to determine the Fair Market Redemption Value of the applicable Redeemed Units. The Company shall enter into a customary engagement letter with the Appraisal Firm, which engagement letter shall provide that in determining Fair Market Redemption Value, the Appraisal Firm shall value the applicable Redeemed Units based on the sale of the Company as a going concern and shall not apply any liquidity discount or minority discount, and provided that the value ascribed to the Redeemed Units by the Appraisal Firm shall not be less than the Board Valuation nor greater than the Redeeming Holder Valuation. The Company shall use commercially reasonable efforts to cause the Appraisal Firm to make such determination of the Fair Market Redemption Value of the applicable Redeemed Units (the “Appraiser Valuation”) within 30 days of the date the Appraisal Firm is engaged. The final Fair Market Redemption Value of the applicable Redeemed Units shall be equal to the average of (i) the Appraiser Valuation and (ii) either the Board Valuation or the Redeeming Holder Valuation, based on which such valuation is closer to the Appraiser Valuation. The expenses of the Appraisal Firm shall be allocated to be paid by the Company, on the one hand, and/or the Redeeming Holder, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the aggregate contested amount, as determined by the Appraisal Firm. The determination of Fair Market Redemption Value by the Appraisal Firm shall be binding on the Company and the Redeeming Holder for purposes of the redemption dateof the applicable Redeemed Units. (d) Because an Uplist Event or a Public Offering may affect Fair Market Redemption Value, for so long as (i) the Company must payKeystone Member holds or owns at least 50% of the Series B Preferred Units (including, in cashfor this purpose, Common Units into which the Series B Preferred Units have been converted) held or owned by it on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In Prior Effective Date or (ii) the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders TrueBridge Members hold or own at least 50% of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment dateUnits (including, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentencethis purpose, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on Units into which the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock Units have been converted) held or owned by them on the dividend payment record date will be entitled on such dividend payment date TrueBridge Closing Date, the P10 Member agrees not to receive consummate an Uplist Event or a Public Offering that is not a Qualified Public Offering, either directly or indirectly through New P10 Parent, without the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights prior approval of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require Keystone Member and the notice shall so state)TrueBridge Members, each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemableas applicable. (e) Fractional shares of Other than pursuant to Section 3.8.2(b), Section 3.8.2(c) or Section 3.8.3(a), the Company shall not redeem any Common Stock are not to be issued upon redemption of the Units, Series A Preferred Units, Series B Preferred Units, Series C Preferred Units or Series D Preferred StockUnits (or Common Units into which they have been converted) unless all holders of Preferred Units (and Common Units into which they have been converted) shall be given the opportunity to be so redeemed in proportion to the respective numbers of their outstanding Preferred Units (and Common Units into which they have been converted) and on the same terms (except if the price is below an applicable Liquidation Preference, butthen the price will be based upon relative Liquidation Preference(s), provided that in lieu thereofsuch case, the Company will pay a cash adjustment based on price shall not exceed the current market price applicable Liquidation Preference(s)) (e.g., if Series B Preferred Units are being redeemed at $2.00 per Unit (and assuming $2.00 is two-thirds of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemedtheir Liquidation Preference), a new certificate shall be issued representing the unredeemed shares of then Series D Preferred Stock without cost Units are redeemable at $2.20 per Unit (assuming $2.20 is two-thirds of their Liquidation Preference); and if Series B Preferred Units are being redeemed at greater than or equal to the holder thereof. $3.00 and less than or equal to $ 3.30 per Unit (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end assuming $3.00 is 100% of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the their Liquidation Preference), then Series D Preferred Stock Units are in arrears, the Company may, redeemable at any time $3.30 per Unit (and from time to time, purchase any shares assuming $3.30 is 100% of the Series D Preferred Stock by tender or by private agreementtheir Liquidation Preference)).

Redemption. (a) The shares of Series D Preferred Stock will be redeemable at Corporation may, subject to the option requirements of the Company in Act, upon the giving of such notice, if any, and following of such procedures as the Board may determine from time to time redeem at any time the whole or in partfrom time to time any part of the then outstanding Class B Preferred Shares, either on a pro rata basis or otherwise, on payment of an amount for cash or for such each share to be redeemed equal to (i) the fair market value of that number of shares of Acquiror Class A Common Stock as equals equal to the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated Share Exchange Ratio plus all declared and unpaid dividendscash dividends thereon and (ii) as the quotient obtained by dividing the Residual Cash Amount by the total number of the opening of business Class B Preferred Shares on the date set for such of redemption. In order to exercise its redemption option, the Company must notify whole constituting and being hereinafter referred to as the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day “Redemption Amount”. On or after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed specified for redemption, the Corporation shall not call for redemption any shares pay or cause to be paid to or to the order of Series D the registered holders of the Class B Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock Shares to be redeemed the Redemption Amount thereof on presentation and surrender at the registered office of the Corporation or any accumulated and unpaid dividends through other place designated by the Corporation in the notice of redemption dateof the certificates representing the Class B Preferred Shares called for redemption. In the case alternative, the Corporation at its sole option may satisfy the portion of the Redemption Amount equal to the fair market value of that number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio by delivering or arranging for Acquiror or Acquiror Sub 2 to deliver to registered holders of Class B Preferred Shares for each Class B Preferred Share to be redeemed, that number of shares of Acquiror Class A Common Stock. In addition, in the event that all of the issued and outstanding Class B Preferred Shares are held by one holder, the Corporation at its sole option may satisfy the payment of the aggregate Redemption Amount for all of the issued and outstanding Class B Preferred Shares by issuing to the holder a redemption date falling after a dividend payment record date promissory note in the principal amount equal to such aggregate Redemption Amount, such promissory note being convertible at the option of the holder for that number of Common Shares equal to the number of issued and outstanding Class B Preferred Shares prior to their redemption. Such Class B Preferred Shares shall thereupon be redeemed. If less than all the related payment dateClass B Preferred Shares represented by any certificate are redeemed, the holder shall be entitled to receive a new certificate for that number of Class B Preferred Shares represented by the original certificate which are not redeemed. From and after the date specified for redemption, the holders of the Series D Class B Preferred Stock at the close of business on such record date will Shares called for redemption shall cease to be entitled to receive dividends and shall not be entitled to exercise any of the dividend payable on such shares on rights of shareholders in respect thereof unless payment of the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will Redemption Amount shall not be made for accumulated and unpaid dividends on any shares upon presentation of Series D Preferred Stock called for redemption or on certificates in accordance with the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except thatforegoing provisions, in which case the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemableremain unaffected. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares of Except as provided for in this Section 6(a) or in Section 6(b) below, the Series D A Preferred Stock will Units shall not be redeemable by the Partnership prior to the first anniversary of the Original Issuance Date. Following the first anniversary of the Original Issuance Date, the Partnership shall redeem, at the option of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) a holder of the Series D A Preferred Stock Units, a number of Series A Preferred Units as follows: (i) between the first and second anniversary of the Original Issuance Date, up to 25% of the number of Series A Preferred Units issued to the holder thereof on the Original Issuance Date; (ii) between the second and third anniversary of the Original Issuance Date, up to 50% of the number of Series A Preferred Units issued to the holder thereof on the Original Issuance Date (less the number of Series A Preferred Units previously redeemed); (iii) between the third and fourth anniversary of the Original Issuance Date, up to 75% of the number of Series A Preferred Units issued to the holder thereof on the Original Issuance Date (less the number of Series A Preferred Units previously redeemed); and (iv) following the fourth anniversary of the Original Issuance Date, up to 100% of the number of Series A Preferred Units issued to the holder thereof on the Original Issuance Date (less the number of Series A Preferred Units previously redeemed) (the “Redemption Right”). The Series A Preferred Units redeemed in accordance with this Section 6 shall be redeemed (without regard for cash at a per unit redemption amount equal to accumulated and unpaid dividends) such Series A Preferred Unit’s Redemption Price as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the CompanyDate; provided, however, that the Company Redemption Right provided under this Section 6 shall not be required suspended at such time that the General Partner (or any Successor Entity) applies to list REIT Shares (or the common stock of any Successor Entity) on a National Securities Exchange, and shall be terminated at such time as the National Securities Exchange approves such REIT Shares (or the common stock of any Successor Entity) for listing; provided further, that any payment pursuant to the Redemption Right shall be prohibited if the board of directors of the General Partner (or any Successor Entity) determines, in its reasonable discretion, that such redemption payment shall have a material adverse effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares General Partner, including without limitation, effects on the General Partner’s cash available for operations or any restrictions set forth under any credit facility or loan agreements of Series D Preferred Stock shall not have been paid the General Partner or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptionPartnership. (cb) On Upon the redemption dateoccurrence of a Listing or a Change of Control (as defined below), the Company must payPartnership may at its option redeem for cash the outstanding Series A Preferred Units, in cashwhole or from time to time, in part, at the Redemption Price on each share of Series D Preferred Stock the Redemption Date. Any notice sent by the Partnership with respect to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after upon a dividend payment record date and prior Listing or a Change of Control shall include (i) instructions as to the related payment date, the holders tender of the Series D A Preferred Stock at Units, (ii) the close Redemption Date; (iii) the place or places where any certificates representing such Series A Preferred Units, if any, are to be surrendered for payment of business on such record date will be entitled to receive the dividend payable on such shares on Redemption Price; (iv) the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption Redemption Price; and (except that, v) in the case of a redemption date after Change of Control, a dividend payment record date and prior to description of the related dividend payment date, holders transaction or transactions that constitute the Change of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such sharesControl. For purposes of this Section 6(b), such shares “Change of Control” shall be cancelled and shall no longer be deemed to be outstanding and all rights mean (x) a merger or consolidation of the General Partner with or into any other business entity (except one in which the holders of capital stock or other equity interests of the General Partner immediately prior to such shares merger or consolidation continue to hold at least a majority of Series D Preferred Stock shall cease except the right to receive outstanding voting securities of the shares surviving entity), or (y) the acquisition by any person or any group of Common Stock upon such redemption and persons (other than the General Partner or any cash payable upon such redemptionof its direct or indirect subsidiaries) acting together in any transaction or related series of transactions, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which the General Partner’s capital stock or other equity interests as causes such Series D Preferred Stock is redeemable. (e) Fractional shares person, or group of Common Stock are not persons, to be issued upon redemption own beneficially, directly or indirectly, as of the Series D Preferred Stocktime immediately after such transaction or series of transactions, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price 50% or more of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares combined voting securities of the Series D Preferred Stock by tender or by private agreementGeneral Partner.

Redemption. (a) The shares 6.1.1 Upon the failure by a holder of Series D A Preferred Stock will be redeemable at the option of the Company in whole or in partSeries B Preferred Stock, for cash or for such number of shares of Common Stock as equals the Liquidation Preference applicable, to deliver a Conversion Notice within fifteen (defined hereinafter in paragraph (4)15) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether A/B Maturity Date or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares a holder of Series D C Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date deliver a Conversion Notice within fifteen days prior to the date fixed for redemption, Preferred C Maturity Date (the Corporation shall not call for redemption “Redemption Trigger”) (together with any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except request as provided for described in the preceding sentenceforegoing, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent each a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares“Redemption Request”), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D A Preferred Stock, butSeries B Preferred Stock or Series C Preferred Stock, in lieu thereofas applicable, held by such holder, shall be redeemed by the Corporation as follows: (a) First, the Company will pay number of shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, as applicable, shall be redeemed for cash out of funds lawfully available therefor at a cash adjustment based price equal to the applicable Original Issue Price per share, plus any Preferred Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the “Redemption Price”) on the current market price Preferred A/B Maturity Date or Preferred C Maturity Date, as applicable (the “Redemption Date”); or (b) Second, if the Corporation cannot redeem the Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, as applicable, out of funds lawfully available therefor, the Corporation shall, upon determination by the Board of Directors, including the Preferred Directors, that it may legally do so, redeem the Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, as applicable, by issuing the holders of such Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, as applicable, one or more secured promissory note(s) in the amount of the Common Stock Redemption Price (the “Secured Note”), secured by a security interest in the assets of the Corporation and a deed of trust/mortgage on the day real property at the ▇▇▇▇▇ Project (the “Security Documents”). The Secured Note and Security Documents shall be in forms substantive identical to that certain Secured Promissory Note, dated as of February 29, 2016 and that certain Security Agreement, dated as of February 29, 2016 by and between the Corporation and Pangaea Two Acquisition Holdings XIA, LLC, a Delaware limited liability company . 6.1.2 Notwithstanding the foregoing, any holder of Series A Preferred Stock or Series B Preferred Stock, as applicable, shall have the ability to retract a Redemption Request at any time prior to the redemption dateBusiness Day prior to the Maturity Date. If fewer than In addition, within thirty (30) days of the Dilution Protection Sunset Date, upon written notice from any holder of Series A Preferred Stock or Series B Preferred Stock, as applicable, with respect to all the shares represented by or any such certificate are redeemed, a new certificate shall be issued representing the unredeemed portion of shares of Series D A Preferred Stock without cost or Series B Preferred Stock held by such holder (such request also referred to as a “Redemption Request”), the shares of such Series A Preferred Stock or Series B Preferred Stock set forth in such notice shall be redeemed by the Corporation for cash out of funds lawfully available therefor at a price equal to the holder thereof. greater of (fa) Any the Redemption Price or (b) the fair market value of the shares or cash set aside of capital stock to be redeemed, as determined in good faith by the Company pursuant Board, including at least one Preferred Director and one non- Preferred Director, no less than thirty (30) days following the receipt by the Corporation of a request for such redemption (such date also referred to subparagraph (e) as the “Redemption Date”); provided that if the Board cannot agree on such fair market value, then the Corporation shall submit such issue to third-party valuation firms for determination in accordance with procedures set forth in Section 2.6.3, which determination shall be deemed to be final and unclaimed at the end of three years from the date fixed for redemption shall revert to the Companybinding. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares of Series D Except as set forth in Section 6(l) hereof, the Preferred Stock will Units may not be redeemable redeemed at the option of the Company in whole or in partPartnership, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock and will not be required to be redeemed (without regard to accumulated and unpaid dividendsor repurchased by the Partnership or the Previous General Partner except if a holder of a Preferred Unit effects a Redemption, as provided for in Section 6(b) as of hereof. The Partnership or the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Previous General Partner may purchase Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, Units from time to timetime in the open market, been satisfiedby tender or exchange offer, in privately negotiated purchases or otherwise. (b) On or after the first (1st) anniversary of becoming a holder of Preferred Units, a Qualifying Party shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem all or a portion of the Preferred Units held by such Qualifying Party (such Preferred Units being hereafter “Tendered Units”) in exchange (a “Redemption”) for REIT Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the Partnership in its sole discretion. Any Redemption shall be exercised pursuant to a Notice of redemption Redemption delivered to the General Partner by the Qualifying Party when exercising the Redemption right (the "Redemption Notice"“Tendering Party”). (c) will be given by mail If the Partnership elects to redeem Tendered Units for REIT Shares rather than cash, then the Partnership shall direct the Previous General Partner to issue and deliver such REIT Shares to the holders Tendering Party pursuant to the terms set forth in this Section 6, in which case, (i) the Previous General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption right, and (ii) such transaction shall be treated, for Federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the Previous General Partner in exchange for REIT Shares. In making such election to cause the Previous General Partner to acquire Tendered Units, the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Tendering Parties over another nor discriminates against a group or class of Tendering Parties. If the Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Series D Preferred Stock not less than 30 nor more than 60 days prior Tendered Units to the date selected Previous General Partner in exchange for a number of REIT Shares equal to the REIT Shares Amount for such number of the Tendered Units. The Tendering Party shall submit (i) such information, certification or affidavit as the Previous General Partner may reasonably require in connection with the application of the Ownership Limit and other restrictions and limitations of the Charter to any such acquisition and (ii) such written representations, investment letters, legal opinions or other instruments necessary, in the Previous General Partner’s view, to effect compliance with the Securities Act. The REIT Shares shall be delivered by the Company Previous General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter, the Bylaws of the Previous General Partner, the Securities Act and relevant state securities or “blue sky” laws. Neither any Tendering Party whose Tendered Units are acquired by the Previous General Partner pursuant to redeem this Section 6, any Partner, any Assignee nor any other interested Person shall have any right to require or cause the Series D Preferred StockPrevious General Partner or the General Partner to register, qualify or list any REIT Shares owned or held by such Person, whether or not such REIT Shares are issued pursuant to this Section 6, with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between the Previous General Partner and any such Person. The Redemption Notice Notwithstanding any delay in such delivery, the Tendering Party shall be deemed the owner of such REIT Shares 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 Previous General Partner pursuant to this Section 6 may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Previous General Partner in good faith determines to be necessary or advisable in order to ensure compliance with such laws. (d) The Partnership shall have been no obligation to effect any redemption unless and until a Tendering Party has given when deposited in the United States mail, first-Partnership a Notice of Redemption. Each Notice of Redemption shall be sent by hand delivery or by first class mail, postage prepaid, to AIMCO Properties, L.P., c/o AIMCO-GP, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Investor Relations, or to such other address as the Partnership shall specify in writing by delivery to the holders of the Preferred Units in the same manner as that set forth above for delivery of the Notice of Redemption. At any time prior to the Specified Redemption Date for any Redemption, any holder may revoke its Notice of Redemption. (e) A Tendering Party shall have no right to receive distributions with respect to any Tendered Units (other than the Cash Amount) paid after delivery of the Notice of Redemption, whether or not the record date for such notice is actually receiveddistribution precedes or coincides with such delivery of the Notice of Redemption. The Company's right If the Partnership elects to exercise its redemption option will not redeem any number of Tendered Units for cash, the Cash Amount for such number of Tendered Units shall be affected by changes delivered as a certified check payable to the Tendering Party or, in the closing price of General Partner’s sole and absolute discretion, in immediately available funds. (f) In the Common Stock following such 30-day period. If fewer than event that the Partnership declines to cause the Previous General Partner to acquire all of the shares Tendered Units from the Tendering Party in exchange for REIT Shares pursuant to this Section 6 following receipt of Series D a Notice of Redemption (a “Declination”): (1) The Previous General Partner or the General Partner shall give notice of such Declination to the Tendering Party on or before the close of business on the Cut-Off Date. (2) The Partnership may elect to raise funds for the payment of the Cash Amount either (a) by requiring that the Previous General Partner contribute such funds from the proceeds of a registered public offering (a “Public Offering Funding”) by the Previous General Partner of a number of REIT Shares (“Registrable Shares”) equal to the REIT Shares Amount with respect to the Tendered Units or (b) from any other sources (including, but not limited to, the sale of any Property and the incurrence of additional Debt) available to the Partnership. (3) Promptly upon the General Partner’s receipt of the Notice of Redemption and the Previous General Partner or the General Partner giving notice of the Partnership’s Declination, the General Partner shall give notice (a “Single Funding Notice”) to all Qualifying Parties then holding Preferred Stock are Units and having Redemption rights pursuant to this Section 6 and require that all such Qualifying Parties elect whether or not to effect a Redemption of their Preferred Units to be redeemedfunded through such Public Offering Funding. In the event that any such Qualifying Party elects to effect such a Redemption, it shall give notice thereof and of the shares number of Preferred Units to be redeemed made subject thereon in writing to the General Partner within ten (10) Business Days after receipt of the Single Funding Notice, and such Qualifying Party shall be selected by lot or pro rata or in some other equitable manner determined by treated as a Tendering Party for all purposes of this Section 6. In the Board of Directors of event that a Qualifying Party does not so elect, it shall be deemed to have waived its right to effect a Redemption for the Companynext twelve months; provided, however, that the Company Previous General Partner shall not be required to effect acquire Preferred Units pursuant to this Section 6(f) more than twice within any twelve-month period. Any proceeds from a Public Offering Funding that are in excess of the redemption in any manner that results in additional fractional shares being outstandingCash Amount shall be for the sole benefit of the Previous General Partner and/or the General Partner. If full cumulative dividends on The General Partner and/or the outstanding shares Special Limited Partners shall make a Capital Contribution of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior such amounts to the date fixed Partnership for redemptionan additional General Partner Interest and/or Limited Partner Interest. Any such contribution shall entitle the General Partner and the Special Limited Partners, as the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptioncase may be, to an equitable Percentage Interest adjustment. (cg) On Notwithstanding the redemption dateprovisions of this Section 6, the Company must payPrevious General Partner shall not, under any circumstances, elect to acquire Tendered Units in cash, on each share of Series D Preferred Stock to exchange for REIT Shares if such exchange would be redeemed any accumulated and unpaid dividends through prohibited under the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemptionCharter. (dh) On Notwithstanding anything herein to the contrary, with respect to any Redemption pursuant to this Section 6: (1) All Preferred Units acquired by the Previous General Partner pursuant to this Section 6 hereof shall be contributed by the Previous General Partner to any or all of the General Partner and the Special Limited Partners in such proportions as the Previous General Partner, the General Partner and the Special Limited Partners shall determine. Any Preferred Units so contributed to the General Partner shall automatically, and without further action required, be converted into and deemed to be a General Partner Interest comprised of an equal number of Partnership Common Units. Any Preferred Units so contributed to the Special Limited Partners shall be converted into Partnership Common Units. (2) Subject to the Ownership Limit, no Tendering Party may effect a Redemption for less than five hundred (500) Preferred Units or, if such Tendering Party holds (as a Limited Partner or, economically, as an Assignee) less than five hundred (500) Preferred Units, all of the Preferred Units held by such Tendering Party. (3) No Tendering Party may (a) effect a Redemption more than once in any fiscal quarter of a Twelve-Month Period or (b) effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date fixed established by the Previous General Partner for redemptiona distribution to its shareholders of some or all of its portion of such Partnership distribution. (4) Notwithstanding anything herein to the contrary, provided with respect to any Redemption or acquisition of Tendered Units by the Previous General Partner pursuant to this Section 6, in the event that the Company has made available at Previous General Partner or the office General Partner gives notice to all Limited Partners (but excluding any Assignees) then owning Partnership Interests (a “Primary Offering Notice”) that the Previous General Partner desires to effect a primary offering of its registrar equity securities then, unless the Previous General Partner and transfer agent the General Partner otherwise consent, commencement of the actions denoted in Section 6(f) hereof as to a sufficient number Public Offering Funding with respect to any Notice of shares Redemption thereafter received, whether or not the Tendering Party is a Limited Partner, may be delayed until the earlier of Common Stock and an amount (a) the completion of cash the primary offering or (b) ninety (90) days following the giving of the Primary Offering Notice. (5) Without the Consent of the Previous General Partner, no Tendering Party may effect a Redemption within ninety (90) days following the closing of any prior Public Offering Funding. (6) The consummation of such Redemption shall be subject to effect the redemptionexpiration or termination of the applicable waiting period, dividends will cease if any, under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended. (7) The Tendering Party shall continue to accrue on the Series D Preferred Stock called for redemption own (except thatsubject, in the case of an Assignee, to the provision of Section 11.5 of the Agreement) all Preferred Units subject to any Redemption, and be treated as a redemption Limited Partner or an Assignee, as applicable, with respect to such Preferred Units for all purposes of the Agreement, until such Preferred Units are either paid for by the Partnership pursuant to this Section 6 or transferred to the Previous General Partner (or directly to the General Partner or Special Limited Partners) and paid for, by the issuance of the REIT Shares, pursuant to this Section 6 on the Specified Redemption Date. Until a Specified Redemption Date and an acquisition of the Tendered Units by the Previous General Partner pursuant to this Section 6, the Tendering Party shall have no rights as a shareholder of the Previous General Partner with respect to the REIT Shares issuable in connection with such acquisition. For purposes of determining compliance with the restrictions set forth in this Section 6(h), all Partnership Common Units and Partnership Preferred Units, including Preferred Units, beneficially owned by a Related Party of a Tendering Party shall be considered to be owned or held by such Tendering Party. (i) In connection with an exercise of Redemption rights pursuant to this Section 6, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares and any other classes or shares of the Previous General Partner by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after a dividend payment record date and giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess 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 or any other class of shares of the Previous General Partner prior to the related dividend payment date, holders closing of Series D Preferred Stock the Redemption on the dividend payment record date will Specified Redemption Date; and (3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares or any other class of shares of the Previous General Partner by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 6(i)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares or other shares of the Previous General Partner in violation of the Ownership Limit. (j) On or after the Specific Redemption Date, each holder of Preferred Units shall surrender to the Partnership the certificate evidencing such holder’s Preferred Units, at the address to which a Notice of Redemption is required to be entitled on sent. Upon such dividend payment date surrender of a certificate, the Partnership shall thereupon pay the former holder thereof the applicable Cash Amount and/or deliver REIT Shares for the Preferred Units evidenced thereby. From and after the Specific Redemption Date (i) distributions with respect to receive the dividend payable on such shares)Preferred Units shall cease to accumulate, such shares shall be cancelled and (ii) the Preferred Units shall no longer be deemed outstanding, (iii) the holders thereof shall cease to be outstanding Partners to the extent of their interest in such Preferred Units, and (iv) all rights whatsoever with respect to the Preferred Units shall terminate, except the right of the holders of such shares of Series D the Preferred Stock shall cease except the right Units to receive the shares of Common Stock upon such redemption and any cash payable upon such redemptionCash Amount and/or REIT Shares therefor, without interest from the date or any sum of such redemption. Such cancelled shares shall be restored to the status money in lieu of authorized but unissued shares of Preferred Stockinterest thereon, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the their certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemabletherefor. (ek) Fractional shares Notwithstanding the provisions of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereofthis Section 6, the Company will pay Tendering Parties (i) shall not be entitled to elect or effect a cash adjustment based on Redemption where the current market price Redemption would consist of the Common Stock on the day prior to the redemption date. If fewer less than all the shares represented Preferred Units held by Partners and, to the extent that the aggregate Percentage Interests of the Limited Partners would be reduced, as a result of the Redemption, to less than one percent (1%) and (ii) shall have no rights under the Agreement that would otherwise be prohibited under the Charter. To the extent that any such certificate are redeemedattempted Redemption would be in violation of this Section 6(k), a new certificate it shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) null and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.void ab

Redemption. (a) The shares of Series D Preferred Stock will be redeemable Upon and at any time subsequent to the option third anniversary of the Company Original Issue Date (as defined in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4Section 6(d)(i) above)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record at its option may redeem, out of its available cash or cash equivalents, any amount of the then outstanding and not previously converted (pursuant to Section 6) Series D C Preferred Stock in writing (issued on the "Conditions Satisfaction Notice") prior Original Issue Date, at a price per share equal to the opening Original Series C Issue Price, plus any declared, but unpaid dividends thereon upon notice provided in accordance with Section 7(b). Shares subject to redemption pursuant to this Section shall be redeemed from each holder of business Series C Preferred Stock on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfieda pro rata basis. (b) Notice of redemption At least thirty (the "Redemption Notice"30) will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by dates that the Company elects to redeem shares of the Series D C Preferred Stock. The Redemption Notice Stock pursuant to Section 7(a) (each a "REDEMPTION DATE," together the "REDEMPTION DATES"), the Company shall be deemed send a notice (the "REDEMPTION NOTICE") to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price all holders of the Common Stock following such 30-day period. If fewer than all of the shares of outstanding Series D C Preferred Stock are of such redemption to be redeemedeffected, specifying the number of shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemptionfrom such holder, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptionRedemption Date, the price per share to be paid (the "REDEMPTION PRICE") and the place at which payment may be obtained. (c) On or prior to the redemption dateRedemption Date, the Company must pay, in cash, on each share shall deposit the Redemption Price of Series D Preferred Stock all shares to be redeemed any accumulated as of such date with a bank or trust company having aggregate capital and unpaid dividends through the redemption date. In the case surplus in excess of $50,000,000, as a redemption date falling after a dividend payment record date trust fund, with irrevocable instructions and prior authority to the related payment datebank or trust company to pay, upon receipt of notice from the Company that such holder has surrendered the Series C Preferred Stock share certificates in accordance with Section 7(d), the holders Redemption Price of the Series D Preferred Stock at shares to their respective holders. Any moneys deposited by the close of business on such record date will be entitled Company pursuant to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding this Section 7 for the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the thereafter converted into shares of Common Stock issuable pursuant to Section 6 hereof no later than the fifth (5th) day preceding the Redemption Date shall be returned to the Company forthwith upon such redemptionconversion. The balance of any funds deposited by the Company pursuant to this Section 7 remaining unclaimed at the expiration of one (1) year following such Redemption Date shall be returned to the Company promptly upon its written request. (d) On and after the date fixed for redemptionsuch Redemption Date, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number each holder of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D C Preferred Stock called for redemption (except that, to be redeemed shall surrender such holder's certificates representing such shares to the Company in the case manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed payable to be outstanding and all rights the order of the holders of person whose name appears on such shares of Series D Preferred Stock shall cease except certificate or certificates as the right to receive the shares of Common Stock upon such redemption owner thereof and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares each surrendered certificate shall be restored to canceled. In the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer event less than all the shares represented by any such certificate certificates are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after such Redemption Date, all rights of the holder of such redeemed shares as a holder of Series C Preferred Stock (except the right to receive the Redemption Price without interest upon surrender of their certificates) shall cease and terminate with respect to such shares. (e) In the event of a call for redemption of any shares of Series D C Preferred Stock, the Conversion Rights (as defined in Section 6) for such Series C Preferred Stock without cost shall terminate as to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed designated for redemption at the end close of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends business on the Series D Preferred Stock are fifth (5th) day preceding the Redemption Date, unless default is made in arrears, the Company may, at any time and from time to time, purchase any shares payment of the Series D Preferred Stock by tender or by private agreementRedemption Price.

Redemption. (a) The shares Each outstanding share of Series D 1 Preferred Stock will shall be redeemable at the option of the Company redeemable, in whole or in part, for cash or for such number of shares of Common Stock as equals at the Liquidation Preference (defined hereinafter in paragraph (4)) option of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) Corporation, exercisable as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock hereinafter provided in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company maythis Section 6, at any time and from time to timetime after the first (1st) anniversary of the Original Issue Date and prior to the Mandatory Conversion Date, purchase provided that any redemption hereunder by the Corporation as to each holder of Series 1 Preferred Stock shall, to the fullest extent permitted by applicable law, be for a number of shares equal to no less than twenty-five percent (25%) of the number of shares of the Series D 1 Preferred Stock originally issued to such holder. Each share of Series 1 Preferred Stock subject to redemption pursuant to this Section 6 shall be redeemed by tender the Corporation in cash at a price per share equal to the Conversion Rate then in effect multiplied by $13.50, (as adjusted for any for any (A) dividend in respect of any class or series of stock of the Corporation in shares of Series 1 Preferred Stock, (B) subdivision, whether by private agreementreclassification or recapitalization, of the outstanding shares of Series 1 Preferred Stock into a greater number of shares of Series 1 Preferred Stock, or (C) combination, whether by reclassification or recapitalization, of the outstanding shares of Series 1 Preferred Stock into a lesser number of shares of Series 1 Preferred Stock) (the “Redemption Price”). The Corporation may exercise its option to redeem all or any portion of the outstanding shares of Series 1 Preferred Stock pursuant to this Section 6 by delivering a written notice thereof to all, but not less than all, of the holders of outstanding shares of Series 1 Preferred Stock (such notice, the “Redemption Notice”, and the date on which all such holders receive such notice, the “Redemption Notice Date”). Each Redemption Notice shall be irrevocable and shall (a) state the date on which the redemption shall occur (the “Redemption Date”), which date shall not be less than thirty (30) days following the Redemption Notice Date, (b) state the aggregate number of outstanding shares of Series 1 Preferred Stock to be redeemed on the Redemption Date and (c) state the aggregate number of outstanding shares of Series 1 Preferred Stock to be redeemed from each holder of Series 1 Preferred Stock (which shall be effected pro rata based on the number of outstanding shares of Series 1 Preferred Stock held by such holder bears to the number of outstanding shares of Series 1 Preferred Stock held by all holders of Series 1 Preferred Stock). Notwithstanding the receipt of any Redemption Notice, for the avoidance of doubt, a holder of Series 1 Preferred Stock may convert such holder’s shares of Series 1 Preferred Stock into shares of Common Stock pursuant to the terms of Section 7(a) at any time prior to the Redemption Date.

Redemption. (a) The shares of Series D Except as set forth in Section 6(l) hereof, the Preferred Stock will Units may not be redeemable redeemed at the option of the Company in whole or in partPartnership, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock and will not be required to be redeemed (without regard to accumulated and unpaid dividendsor repurchased by the Partnership or the Previous General Partner except if a holder of a Preferred Unit effects a Redemption, as provided for in Section 6(b) as of hereof. The Partnership or the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Previous General Partner may purchase Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, Units from time to timetime in the open market, been satisfiedby tender or exchange offer, in privately negotiated purchases or otherwise. (b) On or after the first (1st) anniversary of becoming a holder of Preferred Units, a Qualifying Party shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem all or a portion of the Preferred Units held by such Qualifying Party (such Preferred Units being hereafter “Tendered Units”) in exchange (a “Redemption”) for REIT Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the Partnership in its sole discretion. Any Redemption shall be exercised pursuant to a Notice of redemption Redemption delivered to the General Partner by the Qualifying Party when exercising the Redemption right (the "Redemption Notice"“Tendering Party”). (c) will be given by mail If the Partnership elects to redeem Tendered Units for REIT Shares rather than cash, then the Partnership shall direct the Previous General Partner to issue and deliver such REIT Shares to the holders Tendering Party pursuant to the terms set forth in this Section 6 in which case, (i) the Previous General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption right, and (ii) such transaction shall be treated, for Federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the Previous General Partner in exchange for REIT Shares. In making such election to cause the Previous General Partner to acquire Tendered Units, the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Tendering Parties over another nor discriminates against a group or class of Tendering Parties. If the Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Series D Preferred Stock not less than 30 nor more than 60 days prior Tendered Units to the date selected Previous General Partner in exchange for a number of REIT Shares equal to the REIT Shares Amount for such number of the Tendered Units. The Tendering Party shall submit (i) such information, certification or affidavit as the Previous General Partner may reasonably require in connection with the application of the Ownership Limit and other restrictions and limitations of the Charter to any such acquisition and (ii) such written representations, investment letters, legal opinions or other instruments necessary, in the Previous General Partner’s view, to effect compliance with the Securities Act. The REIT Shares shall be delivered by the Company Previous General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter, the Bylaws of the Previous General Partner, the Securities Act and relevant state securities or “blue sky” laws. Neither any Tendering Party whose Tendered Units are acquired by the Previous General Partner pursuant to redeem this Section 6, any Partner, any Assignee nor any other interested Person shall have any right to require or cause the Series D Preferred StockPrevious General Partner or the General Partner to register, qualify or list any REIT Shares owned or held by such Person, whether or not such REIT Shares are issued pursuant to this Section 6, with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between the Previous General Partner and any such Person. The Redemption Notice Notwithstanding any delay in such delivery, the Tendering Party shall be deemed the owner of such REIT Shares 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 Previous General Partner pursuant to this Section 6 may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Previous General Partner in good faith determines to be necessary or advisable in order to ensure compliance with such laws. (d) The Partnership shall have been no obligation to effect any redemption unless and until a Tendering Party has given when deposited in the United States mail, first-Partnership a Notice of Redemption. Each Notice of Redemption shall be sent by hand delivery or by first class mail, postage prepaid, to AIMCO Properties, L.P., c/o AIMCO-GP, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Investor Relations, or to such other address as the Partnership shall specify in writing by delivery to the holders of the Preferred Units in the same manner as that set forth above for delivery of the Notice of Redemption. At any time prior to the Specified Redemption Date for any Redemption, any holder may revoke its Notice of Redemption. (e) A Tendering Party shall have no right to receive distributions with respect to any Tendered Units (other than the Cash Amount) paid after delivery of the Notice of Redemption, whether or not the record date for such notice is actually receiveddistribution precedes or coincides with such delivery of the Notice of Redemption. The Company's right If the Partnership elects to exercise its redemption option will not redeem any number of Tendered Units for cash, the Cash Amount for such number of Tendered Units shall be affected by changes delivered as a certified check payable to the Tendering Party or, in the closing price of General Partner’s sole and absolute discretion, in immediately available funds. (f) In the Common Stock following such 30-day period. If fewer than event that the Partnership declines to cause the Previous General Partner to acquire all of the shares Tendered Units from the Tendering Party in exchange for REIT Shares pursuant to this Section 6 following receipt of Series D a Notice of Redemption (a “Declination”): (1) The Previous General Partner or the General Partner shall give notice of such Declination to the Tendering Party on or before the close of business on the Cut-Off Date. (2) The Partnership may elect to raise funds for the payment of the Cash Amount either (a) by requiring that the Previous General Partner contribute such funds from the proceeds of a registered public offering (a “Public Offering Funding”) by the Previous General Partner of a number of REIT Shares (“Registrable Shares”) equal to the REIT Shares Amount with respect to the Tendered Units or (b) from any other sources (including, but not limited to, the sale of any Property and the incurrence of additional Debt) available to the Partnership. (3) Promptly upon the General Partner’s receipt of the Notice of Redemption and the Previous General Partner or the General Partner giving notice of the Partnership’s Declination, the General Partner shall give notice (a “Single Funding Notice”) to all Qualifying Parties then holding Preferred Stock are Units and having Redemption rights pursuant to this Section 6 and require that all such Qualifying Parties elect whether or not to effect a Redemption of their Preferred Units to be redeemedfunded through such Public Offering Funding. In the event that any such Qualifying Party elects to effect such a Redemption, it shall give notice thereof and of the shares number of Preferred Units to be redeemed made subject thereon in writing to the General Partner within ten (10) Business Days after receipt of the Single Funding Notice, and such Qualifying Party shall be selected by lot or pro rata or in some other equitable manner determined by treated as a Tendering Party for all purposes of this Section 6. In the Board of Directors of event that a Qualifying Party does not so elect, it shall be deemed to have waived its right to effect a Redemption for the Companynext twelve months; provided, however, that the Company Previous General Partner shall not be required to effect acquire Preferred Units pursuant to this Section 6(f) more than twice within any twelve-month period. Any proceeds from a Public Offering Funding that are in excess of the redemption in any manner that results in additional fractional shares being outstandingCash Amount shall be for the sole benefit of the Previous General Partner and/or the General Partner. If full cumulative dividends on The General Partner and/or the outstanding shares Special Limited Partners shall make a Capital Contribution of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior such amounts to the date fixed Partnership for redemptionan additional General Partner Interest and/or Limited Partner Interest. Any such contribution shall entitle the General Partner and the Special Limited Partners, as the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptioncase may be, to an equitable Percentage Interest adjustment. (cg) On Notwithstanding the redemption dateprovisions of this Section 6, the Company must payPrevious General Partner shall not, under any circumstances, elect to acquire Tendered Units in cash, on each share of Series D Preferred Stock to exchange for REIT Shares if such exchange would be redeemed any accumulated and unpaid dividends through prohibited under the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemptionCharter. (dh) On Notwithstanding anything herein to the contrary, with respect to any Redemption pursuant to this Section 6: (1) All Preferred Units acquired by the Previous General Partner pursuant to this Section 6 hereof shall be contributed by the Previous General Partner to any or all of the General Partner and the Special Limited Partners in such proportions as the Previous General Partner, the General Partner and the Special Limited Partners shall determine. Any Preferred Units so contributed to the General Partner shall automatically, and without further action required, be converted into and deemed to be a General Partner Interest comprised of an equal number of Partnership Common Units. Any Preferred Units so contributed to the Special Limited Partners shall be converted into Partnership Common Units. (2) Subject to the Ownership Limit, no Tendering Party may effect a Redemption for less than five hundred (500) Preferred Units or, if such Tendering Party holds (as a Limited Partner or, economically, as an Assignee) less than five hundred (500) Preferred Units, all of the Preferred Units held by such Tendering Party. (3) No Tendering Party may (a) effect a Redemption more than once in any fiscal quarter of a Twelve-Month Period or (b) effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date fixed established by the Previous General Partner for redemptiona distribution to its shareholders of some or all of its portion of such Partnership distribution. (4) Notwithstanding anything herein to the contrary, provided with respect to any Redemption or acquisition of Tendered Units by the Previous General Partner pursuant to this Section 6, in the event that the Company has made available at Previous General Partner or the office General Partner gives notice to all Limited Partners (but excluding any Assignees) then owning Partnership Interests (a “Primary Offering Notice”) that the Previous General Partner desires to effect a primary offering of its registrar equity securities then, unless the Previous General Partner and transfer agent the General Partner otherwise consent, commencement of the actions denoted in Section 6(f) hereof as to a sufficient number Public Offering Funding with respect to any Notice of shares Redemption thereafter received, whether or not the Tendering Party is a Limited Partner, may be delayed until the earlier of Common Stock and an amount (a) the completion of cash the primary offering or (b) ninety (90) days following the giving of the Primary Offering Notice. (5) Without the Consent of the Previous General Partner, no Tendering Party may effect a Redemption within ninety (90) days following the closing of any prior Public Offering Funding. (6) The consummation of such Redemption shall be subject to effect the redemptionexpiration or termination of the applicable waiting period, dividends will cease if any, under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended. (7) The Tendering Party shall continue to accrue on the Series D Preferred Stock called for redemption own (except thatsubject, in the case of an Assignee, to the provision of Section 11.5 of the Agreement) all Preferred Units subject to any Redemption, and be treated as a redemption Limited Partner or an Assignee, as applicable, with respect to such Preferred Units for all purposes of the Agreement, until such Preferred Units are either paid for by the Partnership pursuant to this Section 6 or transferred to the Previous General Partner (or directly to the General Partner or Special Limited Partners) and paid for, by the issuance of the REIT Shares, pursuant to this Section 6 on the Specified Redemption Date. Until a Specified Redemption Date and an acquisition of the Tendered Units by the Previous General Partner pursuant to this Section 6, the Tendering Party shall have no rights as a shareholder of the Previous General Partner with respect to the REIT Shares issuable in connection with such acquisition. For purposes of determining compliance with the restrictions set forth in this Section 6(h), all Partnership Common Units and Partnership Preferred Units, including Preferred Units, beneficially owned by a Related Party of a Tendering Party shall be considered to be owned or held by such Tendering Party. (i) In connection with an exercise of Redemption rights pursuant to this Section 6, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares and any other classes or shares of the Previous General Partner by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after a dividend payment record date and giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess 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 or any other class of shares of the Previous General Partner prior to the related dividend payment date, holders closing of Series D Preferred Stock the Redemption on the dividend payment record date will Specified Redemption Date; and (3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares or any other class of shares of the Previous General Partner by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 6(i)(a) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares or other shares of the Previous General Partner in violation of the Ownership Limit. (j) On or after the Specific Redemption Date, each holder of Preferred Units shall surrender to the Partnership the certificate evidencing such holder’s Preferred Units, at the address to which a Notice of Redemption is required to be entitled on sent. Upon such dividend payment date surrender of a certificate, the Partnership shall thereupon pay the former holder thereof the applicable Cash Amount and/or deliver REIT Shares for the Preferred Units evidenced thereby. From and after the Specific Redemption Date (i) distributions with respect to receive the dividend payable on such shares)Preferred Units shall cease to accumulate, such shares shall be cancelled and (ii) the Preferred Units shall no longer be deemed outstanding, (iii) the holders thereof shall cease to be outstanding Partners to the extent of their interest in such Preferred Units, and (iv) all rights whatsoever with respect to the Preferred Units shall terminate, except the right of the holders of such shares of Series D the Preferred Stock shall cease except the right Units to receive the shares of Common Stock upon such redemption and any cash payable upon such redemptionCash Amount and/or REIT Shares therefor, without interest from the date or any sum of such redemption. Such cancelled shares shall be restored to the status money in lieu of authorized but unissued shares of Preferred Stockinterest thereon, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the their certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemabletherefor. (ek) Fractional shares Notwithstanding the provisions of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereofthis Section 6, the Company will pay Tendering Parties (i) shall not be entitled to elect or effect a cash adjustment based on Redemption where the current market price Redemption would consist of the Common Stock on the day prior to the redemption date. If fewer less than all the shares represented Preferred Units held by Partners and, to the extent that the aggregate Percentage Interests of the Limited Partners would be reduced, as a result of the Redemption, to less than one percent (1%) and (ii) shall have no rights under the Agreement that would otherwise be prohibited under the Charter. To the extent that any such certificate are redeemedattempted Redemption would be in violation of this Section 6(k), a new certificate it shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) null and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.void ab in

Redemption. (a) The shares of Series D Preferred Stock will be redeemable Corporation, at the option of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock upon not less than 30 nor more than 60 days prior to the date selected days’ written notice as contemplated by the Company to paragraph (f) of Section 11.5, may redeem the Series D Preferred Stock. The Redemption Notice shall be deemed Shares, in whole or in part, at any time or from time to have been given when deposited in time, for cash at a redemption price equal to the United States mailgreater of: (i) the then-applicable Liquidation Preference per Series D Preferred Share, first-class mail, postage prepaid, plus all accumulated accrued and unpaid dividends thereon (whether or not such notice is actually received. The Company's right earned, approved or declared) to, but excluding, the Call Date (subject to exercise its redemption option will not be affected by changes in paragraph (i) of Section 11.5), without interest; and (ii) an amount equal to the product of (A) the average closing price of the Common Stock following such 30Shares on (x) the National Securities Exchange on which the Common Shares are then-day periodlisted or traded for the 60 Trading Days immediately preceding the record date, or (y) the OTC on which the Common Shares are then-traded for 90 days immediately preceding the record date if the Common Shares are not then listed or traded on a National Securities Exchange by (B) the number of shares of Common Shares into which the Series D Preferred Shares are then-convertible. If fewer than all of the shares of outstanding Series D Preferred Stock Shares are to be redeemed, the number of shares to be redeemed shall will be selected determined by the Corporation and such shares may be redeemed pro rata from the holders of record of such shares in proportion to the number of such shares held by such holders (with adjustments to avoid redemption of fractional shares) or by lot or pro rata or in some other an equitable manner determined by the Board Corporation. (b) If a Change of Directors Control occurs, then the Corporation or the acquiring entity in such Change of Control shall redeem the Series D Preferred Shares, in whole but not in part, on the date on which the Change of Control occurs, for cash at a redemption price equal to the greater of: (i) the then-applicable Liquidation Preference per Series D Preferred Share, plus all accumulated accrued and unpaid dividends thereon (whether or not earned, approved or declared) to, but excluding, the Call Date (subject to paragraph (i) of Section 11.5), without interest; and (ii) an amount equal to the product of (A) the average closing price of the CompanyCommon Shares on (x) the National Securities Exchange on which the Common Shares are then-listed or traded for the 60 Trading Days immediately preceding the record date, or (y) the OTC on which the Common Shares are then-traded for 90 days immediately preceding the record date if the Common Shares are not then listed or traded on a National Securities Exchange, by (B) the number of shares of Common Shares into which the Series D Preferred Shares are then-convertible. (c) If not converted prior thereto, the Corporation, upon not less than 30 nor more than 60 days’ written notice as contemplated by paragraph (f) of Section 11.5, shall mandatorily redeem all outstanding shares of Series D Preferred Shares on or before December 31, 2029 for cash at a redemption price equal to the greater of: (i) the then-applicable Liquidation Preference per Series D Preferred Share, plus all accumulated accrued and unpaid dividends thereon (whether or not earned, approved or declared) to, but excluding, the Call Date (subject to paragraph (i) of Section 11.5), without interest; and (ii) an amount equal to the product of (A) the average closing price of the Common Shares on (x) the National Securities Exchange on which the Common Shares are then-listed or traded for the 60 Trading Days immediately preceding the record date, or (y) the OTC for 90 days immediately preceding the record date if the Common Shares are not then listed or traded on a National Securities Exchange, by (B) the number of shares of Common Shares into which the Series D Preferred Shares are then-convertible. (d) With respect to a redemption pursuant to paragraph (a) of Section 11.5, unless all accumulated accrued and unpaid dividends on all Series D Preferred Shares and any other class or series of Parity Shares shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum of cash sufficient for the payment thereof is Set Apart for Payment for all past Dividend Periods and the then current Dividend Period, no Series D Preferred Shares or such Parity Shares shall be redeemed unless all of the outstanding Series D Preferred Shares and such Parity Shares are simultaneously redeemed; provided, however, that the Company foregoing shall not be required prevent the purchase or acquisition of the Series D Preferred Shares or such Parity Shares (A) pursuant to effect a purchase or exchange offer made on the same terms to holders of all of the outstanding Series D Preferred Shares and such Parity Shares or (B) by conversion into or exchange for Junior Shares and Parity Shares. (e) From and after the Call Date (unless the Corporation (or, if applicable, the acquiring entity) defaults in payment of the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative price as contemplated by Section 11.5), all dividends will cease to accumulate on the outstanding Series D Preferred Shares called for redemption pursuant to Section 11.5, such shares shall no longer be deemed to be outstanding, and all of the rights of the holders of such shares will terminate with respect to such shares, except the right to receive the redemption price and all accumulated accrued and unpaid dividends up to, but excluding, the Call Date, in cash without interest (upon surrender and endorsement of their certificates, if so required in accordance with paragraph (h) of Section 11.5). (f) Notice of the redemption of any Series D Preferred Shares pursuant to Section 11.5 shall be mailed by first class mail to each holder of record of Series D Preferred Stock shall Shares to be redeemed at the address of each such holder as shown on the Corporation’s share transfer books (or sent in accordance with the procedures of DTC with respect to Series D Preferred Shares registered in the name of DTC or its nominee): (i) for a redemption pursuant to paragraph (a) or (c) of Section 11.5, at least 30 but not have been paid or declared more than 60 days prior to the Call Date; and set apart (ii) for payment for all regular dividend payment dates a redemption pursuant to and including the last dividend payment date paragraph (b) of Section 11.5, not later than 20 days prior to the date fixed on which a Change of Control occurs. Neither the failure to mail or send any notice required by this paragraph (f) of Section 11.5, nor any defect therein or in the mailing or sending thereof, to any particular holder, shall affect the sufficiency of the notice or the validity of the proceedings for redemptionredemption with respect to the other holders. Any notice which was mailed or sent in the manner herein provided shall be conclusively presumed to have been duly given on the date mailed or sent whether or not the holder receives the notice. Each such notice shall state, as appropriate: (1) the Call Date; (2) for a redemption pursuant to paragraph (a) of Section 11.5, the Corporation shall not call for redemption any shares number of Series D Preferred Stock unless all Shares to be redeemed; (3) the applicable redemption price per Series D Preferred Share; (4) the place or places where any certificates for such shares, other than certificates issued in the form of fully registered global certificates, are to be surrendered for payment of the redemption price; (5) that dividends on the shares then outstanding to be redeemed shall cease to accrue on such Call Date; and (6) any other information required by law or by the applicable rules of any National Securities Exchange pursuant to which the Series D Preferred Shares are called for simultaneous redemptionlisted or quoted. (cg) On the redemption dateThe Corporation’s (or, if applicable, the Company must payacquiring entity’s) obligation to provide cash in accordance with Section 11.5 shall be deemed fulfilled if, on or before the Call Date, the Corporation (or such acquiring entity) shall irrevocably deposit funds necessary for redemption pursuant to Section 11.5, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, trust for the holders of the Series D Preferred Stock Shares so called for redemption pursuant to Section 11.5, with a bank or trust company that has, or is an affiliate of a bank or trust company that has, capital and surplus of at the close of business on least $50,000,000, with irrevocable instructions that such record date will cash be entitled applied to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock Shares so called for redemption (except thatredemption, in which case the case notice to holders of a the Series D Preferred Shares will: (i) state the date of such deposit; (ii) specify the office of such bank or trust company as the place of payment of the redemption price; and (iii) require such holders to surrender any certificates representing such shares, other than certificates issued in the form of fully registered global certificates, at such place on or about the date after a dividend fixed in such redemption notice (which may not be later than the Call Date) against payment record date and prior to of the related dividend payment date, applicable redemption price. No interest shall accrue for the benefit of the holders of Series D Preferred Stock Shares to be redeemed on any cash so set aside by the dividend payment record date will be entitled on Corporation (or such dividend payment date acquiring entity). Subject to receive applicable escheat laws, any such cash unclaimed at the dividend payable on end of six months from the Call Date shall revert to the general funds of the Corporation (or such sharesacquiring entity), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of after which reversion the holders of such shares so called for redemption shall look only to the general funds of the Corporation (or such acquiring entity) for the payment of such cash. (h) On or after any Call Date, each holder of Series D Preferred Stock Shares that holds a certificate, other than certificates issued in the form of fully registered global certificates, must present and surrender (and properly endorse or assign for transfer, if the Corporation shall cease except require and if the right notice shall so state) each such certificate representing such holder’s Series D Preferred Shares subject to receive redemption to the shares of Common Stock upon such Corporation at the place designated in the applicable notice and thereupon the redemption and any cash payable upon such redemption, without interest from the date price of such redemptionshares will be paid to or on the order of the person whose name appears on such certificate representing the Series D Preferred Shares as the owner thereof, and each surrendered certificate will be canceled. Such cancelled shares All Series D Preferred Shares redeemed by the Corporation pursuant to Section 11.5, or otherwise acquired by the Corporation, shall be retired and restored to the status of authorized but unissued shares of undesignated Preferred Stock, without designation as to series, and may thereafter be issued but not as shares Shares. (i) If the Corporation redeems any of the Series D Preferred Stock. At Shares pursuant to Section 11.5 and, if the Call Date for such redemption occurs after a Dividend Record Date and on or prior to the related Dividend Payment Date, then the dividend payable on such Dividend Payment Date with respect to such shares called for redemption shall be payable on such Dividend Payment Date to the holders of record at the close of business on such Dividend Record Date, and shall not be payable as part of the redemption date upon surrender in accordance with price for such notice of the certificates representing any such shares shares. (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of j) No Series D Preferred Stock (unless Shares may be redeemed if such redemption is prohibited under the Company defaults in the delivery Official Code of the shares of Common Stock Georgia Annotated or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemableother applicable law. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The Unless the following rights are waived or deferred in writing by the Majority Holders (including each Lead Investor), at any time after May 31, 2006, any Holder may elect to have all shares of Series D B Preferred Stock will held by such Holder redeemed by the Corporation (an "Optional Redemption"). In any such case, any Holder desiring to exercise its Optional Redemption right (a "Redeeming Holder") shall notify the Corporation in writing of its intent to exercise the rights afforded by this Section 7(a) and specify a date not less than ten (10) nor more than sixty (60) days from the date of such notice on which all of such Holder's shares of Series B Preferred Stock shall be redeemable at redeemed (an "Optional Redemption Date"). Within three (3) Trading Days after receipt by the option Corporation of any such notice, the Corporation shall promptly notify each of the Company other Holders in whole or writing of such Optional Redemption and provide a copy of the notice from such Redeeming Holder with such notice, whereupon each of the other Holders shall have an option for a period of fifteen (15) days to notify the Corporation in partwriting of its intent to exercise its Optional Redemption right on the Optional Redemption Date. On such Optional Redemption Date, for the Corporation shall redeem all shares of Series B Preferred Stock held by such Redeeming Holder as well as all other Holders exercising such Optional Redemption right, as aforesaid, in cash or for such by wire transfer of immediately available funds at a redemption price (the "Redemption Price") equal to the sum of (i) the product of (x) the number of shares of Common Series B Preferred Stock as equals held by such Redeeming Holder and each other Holder, respectively, and (y) the Liquidation Preference Purchase Price and (defined hereinafter in paragraph ii) all accrued but unpaid dividends thereon calculated to the Optional Redemption Date. (4)b) If the funds of the Corporation legally available for redemption of shares of Series D B Preferred Stock on an Optional Redemption Date are insufficient to redeem the total number of shares of Series B Preferred Stock requested to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business by Redeeming Holders on the date set for such redemption. In order to exercise its redemption optionOptional Redemption Date, the Company must notify the holders Redeeming Holders requesting redemption on such Optional Redemption Date shall share ratably in any funds legally available for redemption of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior such shares according to the opening respective amounts that would be payable with respect to the full number of business on the second trading day after the conditions shares owned by them if all such shares were redeemed in the preceding sentences havefull. At any time, and from time to time, been satisfiedthereafter when additional funds of the Corporation are legally available for the redemption of such shares of Series B Preferred Stock, such funds will be used at the earliest permissible time to redeem the balance of such shares, or such portion thereof for which funds are then legally available. Such funds shall not be used by the Corporation for any other purpose, including the redemption by the Corporation of any shares of Convertible Securities which the Corporation is obligated to redeem on any subsequent date. The Corporation shall be obligated to use its reasonable efforts to take such actions as may be necessary in order to permit the full and timely redemption of the shares of Series B Preferred Stock entitled to redemption. (bc) Notice If, for any reason, the Corporation fails to redeem all shares of Series B Preferred Stock entitled to redemption on any Optional Redemption Date, the unredeemed shares shall remain outstanding and shall continue to have all rights and preferences (including, without limitation, dividend and voting rights) provided for herein and the "Redemption Notice"Holders of such unredeemed shares shall have the ongoing right to be redeemed together with such rights and remedies as may be available under applicable law. (d) will The notices provided for in this Section 7 shall be given sent, (i) if by mail or on behalf of the Corporation, to the holders Holders at their respective addresses as shall then appear on the records of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected Corporation by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-first class mail, postage prepaid, whether or not notifying such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price recipient of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D B Preferred Stock is redeemableto be redeemed, and the Redemption Price therefor and stating the place or places at which the shares that have been requested to be redeemed shall, upon presentation and surrender of such certificates representing such shares, be redeemed, and (ii) if by or on behalf of a Holder, to the Corporation at its executive office, currently located in Melbourne, Florida. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed Any shares of Series D B Preferred Stock without cost redeemed pursuant to the holder thereof. (f) Any shares this Section 7 or cash set aside otherwise acquired by the Company pursuant to subparagraph (e) Corporation in any manner whatsoever shall be canceled and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law not under any circumstances be reissued; and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and Corporation may from time to time, purchase any time take such appropriate corporate action as may be necessary to reduce accordingly the number of authorized shares of the Series D B Preferred Stock by tender or by private agreementStock.

Redemption. (a) The At any time on or after September 13, 2008, the Corporation shall, upon receipt of the written request (the “Series A Redemption Request”) of the holders of a majority of the Series A Preferred Stock then outstanding, redeem for cash out of any funds legally available therefor ratably from holders thereof, on each of the relevant Redemption Dates (as defined below), that number of shares of Series D A Preferred Stock will equal to at least one-eighth of the number of shares of Series A Preferred Stock outstanding on the date of the Series A Redemption Request. Notwithstanding the foregoing, the number of the shares of Series A Preferred Stock redeemed on any Redemption Date may be redeemable increased at the option of the Company in whole or in partCorporation. The redemption of Series A Preferred Stock pursuant to this Section 5(a) shall be made at a price per share equal to the Original Series A Price, plus an amount equal to the amount of all declared but unpaid dividends through the applicable Redemption Date. The Corporation need not establish any sinking fund for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) redemption of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D A Preferred Stock. The total amount to be paid with respect to each share of Series A Preferred Stock is hereinafter referred to as the “Series A Redemption Notice shall be deemed to have been given when deposited in Price.” Notwithstanding the United States mailforegoing, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the no shares of Series D A Preferred Stock are to be redeemed, the shares to shall be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required pursuant to effect this Section 5(a) and the redemption in any manner that results in additional fractional of those shares being outstanding. If full cumulative dividends on suspended for the applicable time unless and until all the outstanding shares of Series B Preferred Stock have first been redeemed pursuant to Section 5(b), all the outstanding shares of Series C Preferred Stock have first been redeemed pursuant to Section 5(c) and all the outstanding shares of Series D Preferred Stock shall not have first been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the CompanySection 5(d). (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The All of the outstanding shares of Series D A Preferred Stock will shall be redeemable redeemed by the Corporation out of funds lawfully available therefor at a price equal to the option Series A Original Issue Price, plus any Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the "Redemption Price"), in three annual installments commencing 270 days after receipt by the Corporation at any time on or after February 17, 2011 and prior to February 17, 2013, from the holders of a majority of the Company then outstanding shares of Series A Preferred Stock, of written notice requesting redemption of all shares of Series A Preferred Stock (the date of each such installment being referred to as a "Redemption Date"). On each Redemption Date, the Corporation shall redeem, on a pro rata basis in whole or in part, for cash or for such accordance with the number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D A Preferred Stock owned by each holder, that number of outstanding shares of Series A Preferred Stock determined by dividing (i) the total number of shares of Series A Preferred Stock outstanding immediately prior to such Redemption Date by (ii) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). If the Corporation does not have sufficient funds legally available to redeem on any Redemption Date all shares of Series A Preferred Stock and of any other class or series of capital stock to be redeemed (without regard to accumulated and unpaid dividends) as on such Redemption Date, the Corporation shall redeem a pro rata portion of the opening each holder's redeemable shares of business such capital stock out of funds legally available therefor, based on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders respective amounts which would otherwise be payable in respect of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed if the legally available funds were sufficient to redeem all such shares, and shall be selected by lot or pro rata or in some other equitable manner determined by redeem the Board of Directors of the Company; provided, however, that the Company shall not be required remaining shares to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, redeemed as soon as practicable after the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptionhas funds legally available therefor. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares Shares of Series D E Preferred Stock will be redeemable at the option of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including be redeemed by the last dividend payment date prior Corporation out of funds lawfully available therefor at a price per share equal to the date fixed Original Issue Price for redemptionthe Series E Preferred Stock or Series D Preferred Stock, the Corporation shall not call for redemption any shares as applicable, plus, with respect to each share of Series E Preferred Stock or Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On as of the redemption dateFiling Date, as applicable, the Company must pay, in cash, on each share of Accrued Dividend Amount for the Series D E Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At , as applicable, plus any declared but unpaid dividends (the close “Redemption Price”) commencing ninety (90) days after receipt by the Corporation at any time on or after January 1, 2017, from the holders of business on the redemption date upon surrender in accordance with such notice at least 66 2/3% of the certificates representing any such outstanding shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D E Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of and the Series D Preferred Stock, butvoting together as a separate class as if all such outstanding shares had been converted to Common Stock, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the written notice requesting redemption date. If fewer than of all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series E Preferred Stock and Series D Preferred Stock without cost (such date being referred to as a “Redemption Date”). On the holder thereof. (f) Any shares or cash set aside by Redemption Date, the Company pursuant to subparagraph (e) Corporation shall redeem all of the Series E Preferred Stock and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are as provided in arrearssubsection (e)(iii) below. If the Corporation does not have sufficient funds legally available to redeem on the Redemption Date all shares of Series E Preferred Stock and Series D Preferred Stock, the Company may, at any time and from time to time, purchase any Corporation shall redeem a pro rata portion of each holder’s shares of the Series E Preferred Stock and Series D Preferred Stock by tender or by private agreementout of funds legally available therefor, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the legally available funds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor.

Redemption. (a) The shares Corporation will, subject to the conditions set forth below, on the fourth anniversary of the issuance of Series D A Preferred Stock will be redeemable ("Mandatory Redemption Date"), redeem the stock at the option original face value of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied$100 per share. (b) Notice If the Project Company has not repaid the Promissory Note to the Corporation, or if for any other reason the funds of the Corporation legally available for redemption (of the "Series A Preferred Stock on any Mandatory Redemption Notice") Date are insufficient to redeem the number of shares of the Series A Preferred Stock required under this Section 6 to be redeemed on such date, those funds which are legally available will be given by mail used to redeem the maximum possible number of such shares ratably in proportion to the respective amounts which would otherwise be payable to the holders of Series A Preferred Stock if the funds of the Corporation legally available therefor had been sufficient to redeem all shares required to be redeemed on such date. At any time thereafter when additional funds of the Corporation become legally available for the redemption of the Series D A Preferred Stock not less than 30 nor more than 60 days prior Stock, such funds will be used, at the end of the next succeeding fiscal quarter, to redeem, to the date selected by extent of the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited available funds and in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes same proportion as set forth in the closing price of preceding sentence, the Common Stock following such 30-day period. If fewer than all balance of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, which the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptionwas theretofore obligated to redeem. (c) On Unless there shall have been a default in payment of the redemption date, the Company must pay, in cashMandatory Redemption Price, on the applicable Mandatory Redemption Date all rights of each share holder of shares of Series D A Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of as a redemption date falling after a dividend payment record date and prior to the related payment date, the holders stockholder of the Series D Preferred Stock at Corporation by reason of the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption ownership of such shares following such dividend payment record date. Except as provided for in the preceding sentencewill cease, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon Mandatory Redemption Price for such redemption and any cash payable upon such redemptionshares, without interest from interest, upon presentation and surrender of the date of certificate representing such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to seriesshares, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares will not from and after such Mandatory Redemption Date be deemed to be outstanding. (properly endorsed d) Any Series A Preferred Stock redeemed pursuant to this Section 6 will be cancelled and will not under any circumstances be reissued, sold or assigned for transfer, if the Board of Directors of the Company shall so require transferred and the notice shall so state), each holder of Series D Preferred Stock (unless Corporation may from time to time take such appropriate action as may be necessary to reduce the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the authorized number of shares of Common Stock for which such Series D A Preferred Stock is redeemableaccordingly. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The Corporation shall be obligated to redeem the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock as follows: (i) The holders of at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Series C Preferred Stock, voting together as a separate class, may require the Corporation, to the extent it may lawfully do so, to redeem all of the then outstanding Series C Preferred Stock in three (3) consecutive annual installments beginning on the fifth (5th) anniversary of the date on which shares of the Series F Preferred Stock are first , issued by the Corporation (each a “Redemption Date”); provided that the Corporation shall receive at least sixty (60) days prior to the first such Redemption Date written notice of such election of the Series C Preferred Stock. The Corporation shall effect such redemptions on each Redemption Date by paying in cash in exchange for the shares of Series C Preferred Stock to be redeemed on such Redemption Date a per share sum equal to the Series C Liquidation Preference. The total amount to be paid for the Series C Preferred Stock on each Redemption Date is hereinafter referred to as the “Series C Redemption Price.” The number of shares of Series C Preferred Stock that the Corporation shall be required to redeem on any one Redemption Date shall be equal to the amount determined by dividing (A) the aggregate number of shares of Series C Preferred Stock outstanding immediately prior to the Redemption Date by (B) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). Shares subject to redemption pursuant to this Section 2(a) shall be redeemed from each holder of Series C Preferred Stock on a pro rata basis, based on the number of shares of Series C Preferred Stock then held. The holders of at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Series D Preferred Stock will be redeemable at Stock, voting together as a separate class, may require the option Corporation, to the extent it may lawfully do so, to redeem all of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its then outstanding Series D Preferred Stock in writing three (the "Conditions Satisfaction Notice"3) prior to the opening of business consecutive annual installments beginning on the second trading day after Redemption Date; provided that the conditions in the preceding sentences have, from time to time, been satisfied. Corporation shall receive at least sixty (b60) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem first such Redemption Date written notice of such election of the Series D Preferred Stock. The Corporation shall effect such redemptions on each Redemption Notice shall be deemed to have been given when deposited Date by paying in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes cash in the closing price of the Common Stock following such 30-day period. If fewer than all of exchange for the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of on such Redemption Date a redemption date falling after a dividend payment record date and prior per share sum equal to the related payment date, the holders of Series D Liquidation Preference. The total amount to be paid for the Series D Preferred Stock at on each Redemption Date is hereinafter referred to as the close “Series D Redemption Price.” The number of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at Corporation shall be required to redeem on any one Redemption Date shall be equal to the office of its registrar and transfer agent a sufficient amount determined by dividing (A) the aggregate number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except outstanding immediately prior to the right Redemption Date by (B) the number of remaining Redemption Dates (including the Redemption Date to receive the shares of Common Stock upon which such calculation applies). Shares subject to redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares pursuant to this Section 2(a) shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), redeemed from each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will beon a pro rata basis, without any further action, deemed a holder of based on the number of shares of Common Stock for which such Series D Preferred Stock then held. The holders of at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Series E Preferred Stock, voting together as a separate class, may require the Corporation, to the extent it may lawfully do so, to redeem all of the then outstanding Series E Preferred Stock in three (3) consecutive annual installments beginning on the Redemption Date; provided that the Corporation shall receive at least sixty (60) days prior to the first such Redemption Date written notice of such election of the Series E Preferred Stock. The Corporation shall effect such redemptions on each Redemption Date by paying in cash in exchange for the shares of Series E Preferred Stock to be redeemed on such Redemption Date a per share sum equal to the Series E Liquidation Preference. The total amount to be paid for the Series E Preferred Stock on each Redemption Date is redeemablehereinafter referred to as the “Series E Redemption Price.” The number of shares of Series E Preferred Stock that the Corporation shall be required to redeem on any one Redemption Date shall be equal to the amount determined by dividing (A) the aggregate number of shares of Series E Preferred Stock outstanding immediately prior to the Redemption Date by (B) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). Shares subject to redemption pursuant to this Section 2(a) shall be redeemed from each holder of Series E Preferred Stock on a pro rata basis, based on the number of shares of Series E Preferred Stock then held. The holders of at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Series F Preferred Stock, voting together as a separate class, may require the Corporation, to the extent it may lawfully do so, to redeem all of the then outstanding Series F Preferred Stock in three (3) consecutive annual installments beginning on the Redemption Date; provided that the Corporation shall receive at least sixty (60) days prior to the first such Redemption Date written notice of such election of the Series F Preferred Stock. The Corporation shall effect such redemptions on each Redemption Date by paying in cash in exchange for the shares of Series F Preferred Stock to be redeemed on such Redemption Date a per share sum equal to the Series F Liquidation Preference. The total amount to be paid for the Series F Preferred Stock on each Redemption Date is hereinafter referred to as the “Series F Redemption Price.” The number of shares of Series F Preferred Stock that the Corporation shall be required to redeem on any one Redemption Date shall be equal to the amount determined by dividing (A) the aggregate number of shares of Series F Preferred Stock outstanding immediately prior to the Redemption Date by (B) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). Shares subject to redemption pursuant to this Section 2(a) shall be redeemed from each holder of Series F Preferred Stock on a pro rata basis, based on the number of shares of Series F Preferred Stock then held. (eii) Fractional shares At least thirty (30) days but no more than sixty (60) days prior to the applicable Redemption Date, the Corporation shall send a notice (a “Redemption Notice”) to all holders of Common Stock are not to be issued upon redemption of the Series C Preferred Stock, Series D Preferred Stock, butSeries E Preferred Stock and/or Series F Preferred Stock to be redeemed setting forth (A) the Series C Redemption Price, in lieu thereofSeries D Redemption Price, Series E Redemption Price and/or Series F Redemption Price, as applicable, for the Company will pay a cash adjustment shares to be redeemed; and (B) the place at which such holders may obtain payment of the Series C Redemption Price, Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price, as applicable, upon surrender of their share certificates. If the Corporation does not have sufficient funds legally available to redeem all shares to be redeemed at the Redemption Date (including, if applicable, those to be redeemed at the option of the Corporation), then it shall so notify such holders and shall redeem such shares (1) pro rata from the holders of Series F Preferred Stock (based on the current market price portion of the Aggregate Series F Redemption Price payable to them) to the extent possible out of funds legally available and (2) to the extent there are funds legally available after the redemption of Series F Preferred Stock pursuant to clause (1), pro rata from the holders of the Series C Preferred Stock, Series D Preferred Stock and/or Series E Preferred Stock, as applicable (based on the portion of the aggregate Series C Redemption Price, Series D Redemption Price and/or Series E Redemption Price payable to them) to the extent possible out of legally available funds and shall redeem the remaining shares to be redeemed on the next Redemption Date, or as soon as sufficient funds are legally available (b) On or prior to a Redemption Date, the Corporation shall deposit the applicable Series C Redemption Price, Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price of all shares to be redeemed on such Redemption Date with a bank or trust company having aggregate capital and surplus in excess of $100,000,000, as a trust fund, with irrevocable instructions and authority to the bank or trust company to pay, on and after such Redemption Date, the Series C Redemption Price, Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price, as applicable, of the shares to be redeemed on such Redemption Date to their respective holders upon the surrender of their share certificates. Any moneys deposited by the Corporation pursuant to this subsection 2(b) of this Division B of this Article IV for the redemption of shares which are thereafter converted into shares of Common Stock on (no later than the fifth (5th) day prior preceding the applicable Redemption Date) pursuant to Section 4 of this Division B of this Article IV shall be returned to the redemption dateCorporation forthwith upon such conversion. If fewer The balance of any funds deposited by the Corporation pursuant to this subsection 2(b) of this Division B of this Article IV remaining unclaimed at the expiration of one (1) year following such Redemption Date shall be returned to the Corporation promptly upon its written request. (c) On or after each such Redemption Date, each holder of shares of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and/or Series F Preferred Stock to be redeemed shall surrender such holder’s certificates representing such shares to the Corporation in the manner and at the place designated in the Redemption Notice, and thereupon the Series C Redemption Price, Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price, as applicable, of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate certificates are redeemed, a new certificate shall be promptly issued representing the unredeemed shares. From and after such Redemption Date, unless there shall have been a default in payment of the Series C Redemption Price, Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price or the Corporation is unable to pay the Series C Redemption Price, Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price due to not having sufficient legally available funds, all rights of the holder of such shares as holder of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock, as the case may be (except the right to receive the Series C Redemption Price, Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price upon surrender of their certificates), shall cease and terminate with respect to such shares; provided that in the event that shares of Series D C Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Stock, Series D Preferred Stock, Series E Preferred Stock and/or Series F Preferred Stock are not redeemed due to a default in arrearspayment by the Corporation or because the Corporation does not have sufficient legally available funds, such shares of Series C Preferred Stock, Series D Preferred Stock. Series E Preferred Stock and/or Series F Preferred Stock shall remain outstanding and shall be entitled to all of the Company may, at any time rights and from time to time, purchase preferences provided herein until redeemed. In the event of a call for redemption of any shares of the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock by tender or by private agreementand/or Series F Preferred Stock, the Conversion Rights applicable to such shares of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and/or Series F Preferred Stock shall terminate as to the shares designated for redemption at the close of business on the fifth (5th) day preceding the applicable Redemption Date, unless there is a default in payment of the Series C Redemption Price, Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price on the Redemption Date; in such case, such shares of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and/or Series F Preferred Stock shall remain outstanding and shall be entitled to all of the rights and preferences provided herein until the Series C Redemption Price, Series D Redemption Price, Series E Redemption Price and/or Series F Redemption Price, as applicable, in connection therewith is fully paid.

Redemption. (a) The Series B Preferred Stock. ------------------------ (i) In the event that the Corporation shall exercise its put option to sell shares of capital stock of Sequenom Instruments GmbH to Technologie-Beteiligungs-Gesellschaft mbH der Deutschen Ausgleichsbank ("TBG") pursuant to that certain Kooperationsvertrag between the Corporation and TBG relating to the investment by the Corporation of DM 3 million in Sequenom Instruments GmbH, the Corporation shall, within 30 days after receipt of the proceeds of the sale of such shares to the TBG, send notice of such exercise (the "Series B Put Exercise Notice") to each holder of record of Series B Preferred Stock, specifying (A) the amount of proceeds so received from the TBG net of any expenses incurred in connection therewith (the "Series B Put Net Proceeds"), (B) the date (the "Series B Redemption Date") on which the Corporation will redeem shares of Series D B Preferred Stock will be redeemable at the option from electing holders of the Company Series B Preferred Stock in whole or in partaccordance with this Section 6, for cash or which Series B Redemption Date shall be not less than 45 days nor more than 90 days after the date of such notice (the "Series B Notice Date") and (C) each such holder's Series B Pro Rata Redemption Amount (as hereinafter defined). (ii) Each holder of Series B Preferred Stock may elect to have the Corporation redeem from it on the Series B Redemption Date, to the extent the Corporation has funds legally available for such purpose, up to a number of shares of Common Series B Preferred Stock equal to such holder's Series B Pro Rata Redemption Amount (as equals hereinafter defined) at a redemption price of $1.50 per share. Such election may be made only by delivering to the Liquidation Preference Corporation within thirty (defined hereinafter in paragraph (4)30) of days after the Series D B Notice Date (A) a written election signed by such holder specifying the number of shares of Series B Preferred Stock so to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will which number shall be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the such holder's Series D Preferred Stock. The B Pro Rate Redemption Notice shall be deemed to have been given when deposited in the United States mailAmount), first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of and (B) certificates for the shares of Series D B Preferred Stock are so to be redeemed, the shares to be redeemed shall be selected together with stock powers therefor duly executed by lot or pro rata or such holder in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptionblank. (ciii) On the redemption date, the Company must pay, in cash, on each share For purposes of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so statethis Subsection 6(a), each holder of Series D B Preferred Stock (unless Stock's "Series B Pro Rata Redemption Amount" shall be the Company defaults in greatest whole number represented by a fraction, the delivery of numerator or which is the shares of Common Stock or cash) will be, without any further action, deemed a holder product of the number of shares of Common Stock for which such Series D B Preferred Stock held by such holder times the Series B Put Net Proceeds, and the denominator or which is redeemablethe product of the total number of shares of Series B Preferred Stock issued and outstanding times $1.50. (eiv) Fractional On the Series B Redemption Date the Corporation shall redeem from the electing holders of Series B Preferred Stock the shares of Common Series B Preferred Stock are not as to be issued upon which election notices have been properly sent, to the extent the Corporation has funds legally available for such purpose. (v) If the funds of the Corporation legally available for redemption of the shares of Series D B Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior Series B Redemption Date are insufficient to redeem the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed total number of shares of Series D B Preferred Stock without cost submitted for redemption, those funds which are legally available will be used to redeem the holder thereof. (f) Any maximum possible number of whole shares or cash set aside by ratably among the Company pursuant to subparagraph (e) and unclaimed at holders of such shares in accordance with the end manner of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on determining the Series D B Pro Rata Redemption Amount set forth above. The shares of Series B Preferred Stock are in arrears, the Company may, at any time not redeemed shall remain outstanding and from time entitled to time, purchase any shares of the Series D Preferred Stock by tender or by private agreementall rights and preferences provided herein.

Redemption. (a) The In the event that the Corporation shall exercise its put option to sell shares of Series D Preferred Stock will be redeemable at capital stock of Sequenom Instruments GmbH to Technologie- Beteiligungs-Gesellschaft mbH der Deutschen Auesgleichsbank ("TBG") pursuant to that certain Kooperationsvertrag between the option Corporation and TBG relating to the investment by the Corporation of DM 3 million in Sequenom Instruments GmbH, the Corporation shall, within 30 days after receipt of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) proceeds of the Series D Preferred Stock sale of such shares to be redeemed (without regard to accumulated and unpaid dividends) as the TBG, send notice of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Put Exercise Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-first class mail, postage prepaid, whether or to each holder of record of the Series B Preferred Stock at its address as it appears on the books of the Corporation, specifying (i) the amount of proceeds so received from the TBG net of any expenses incurred in connection therewith (the "Put Net Proceeds"), (ii) the date (the "Redemption Date") on which the Corporation will redeem shares of Series B Preferred Stock from electing holders of the Series B Preferred Stock in accordance with this Section 6, which Redemption Date shall be not less than 45 days nor more than 90 days after the date of such notice is actually received. The Company(the "Notice Date") and (iii) each such holder's right Pro Rata Redemption Amount (as hereinafter defined). (b) Each holder of Series B Preferred Stock may elect to exercise its have the Corporation redeem from it on the Redemption Date, to the extent the Corporation has funds legally available for such purpose, up to a number of shares of Series B Preferred Stock equal to such holder's Pro Rata Redemption Amount (as hereinafter defined) at a redemption option will not be affected by changes in the closing price of $1.50 per share. Such election may be made only by delivering to the Common Corporation within thirty (30) days after the Notice Date (i) a written election signed by such holder specifying the number of shares of Series B Preferred Stock following so to be redeemed (which number shall be not more than such 30-day period. If fewer than all of holder's Pro Rata Redemption Amount), and (ii) certificates for the shares of Series D B Preferred Stock are so to be redeemed, the shares to be redeemed shall be selected together with stock powers therefor duly executed by lot or pro rata or such holder in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptionblank. (c) On For purposes of this Section 6, each holder of Series B Preferred Stock's "Pro Rata Redemption Amount" shall be the redemption dategreatest whole number represented by a fraction, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through numerator or which is the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders product of the Series D Preferred Stock at the close number of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D B Preferred Stock called for redemption held by such holder times the Put Net Proceeds, and the denominator or on which is the product of the total number of shares of Common Series B Preferred Stock issuable upon such redemptionissued and outstanding times $1.50. (d) On and after the date fixed Redemption Date the Corporation shall redeem from the electing holders of Series B Preferred Stock the shares of Series B Preferred Stock as to which election notices have been properly given, to the extent the Corporation has funds legally available for redemption, provided that such purpose. (e) If the Company has made funds of the Corporation legally available at for redemption of shares of Series B Preferred Stock on the office of its registrar and transfer agent a sufficient Redemption Date are insufficient to redeem the total number of shares of Common Series B Preferred Stock and an amount of cash to effect the submitted for redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date those funds which are legally available will be entitled on such dividend payment date used to receive redeem the dividend payable on such shares), such maximum possible number of whole shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of ratably among the holders of such shares in accordance with the manner of Series D Preferred Stock shall cease except determining the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption"Pro Rata Redemption Amount" set forth above. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as The shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D B Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemablenot redeemed shall remain outstanding and entitled to all rights and preferences provided herein. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) Unless prohibited by Delaware law governing distributions to stockholders, the Corporation shall be obligated to redeem the Preferred Stock as follows: (i) The holders of a majority of the then outstanding shares of Series D the Preferred Stock will be redeemable at the option of the Company in whole or in partStock, for cash or for such number of shares of voting together as a single class on an as converted to Common Stock as equals basis, may require the Liquidation Preference Corporation, to the extent it may lawfully do so under the DGCL to redeem all (defined hereinafter in paragraph (4)but not less than all) of the issued and outstanding shares of Preferred Stock by providing written notice (a “Redemption Request”) to the Corporation at any time following the third anniversary of the Series D B Original Issue Date. The Corporation shall effect such redemption in three (3) annual installments with the first to occur on the date that is 90 days after the date that the Corporation receives notice of such vote (or, in the case of any redemption where the Per Share Redemption Price is to be based upon the Fair Market Value, thirty (30) days after final determination of the Fair Market Value, if later) (each a “Redemption Date”) by paying in cash in exchange for the shares of the Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing Redemption Date an amount per share (the "Conditions Satisfaction Notice"“Per Share Redemption Price”)equal to (x) in the case of any redemption pursuant to a Redemption Request (as defined below) delivered prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 date which is 90 days prior to the date selected by fifth anniversary of the Company Series B Original Issue Date (the “FMV Date”) the Original Issue Price of such share of Preferred Stock, plus any dividends accrued but unpaid thereon or (y) in all other cases, the Fair Market Value of such share of Preferred Stock (as defined below). (ii) Within thirty (30) days after being required to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected Stock by changes in the closing price reason of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined vote contemplated by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemptionforegoing clause (i), the Corporation shall not call for redemption any shares send a notice (each a “Redemption Notice”)to all holders of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through setting forth the redemption date. In the case of a redemption date falling after a dividend place at which such holders may obtain payment record date and prior to the related payment date, the holders of the Series D Per Share Redemption Price for each share of Preferred Stock at the close upon surrender of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment datetheir share certificates, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except thatand, in the case of a redemption date Redemption Request delivered on or after a dividend payment record date and prior to the related dividend payment dateFMV Date, holders the initial determination of Series D the Fair Market Value of each series of Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemptionBoard. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the The number of shares of Common the each series of Preferred Stock for that the Corporation shall be required to redeem on any one Redemption Date shall be equal to the amount determined by dividing (A) the aggregate number of shares of the each Series of Preferred Stock outstanding immediately prior to the Redemption Date by (B) the number of remaining Redemption Dates (including the Redemption Date to which such Series D calculation applies). Shares subject to redemption pursuant to this Section 5(a) shall be redeemed from each holder of shares of each series of Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stockon a pro rata basis, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price total number of shares of such series of Preferred Stock then outstanding. If the Corporation does not have sufficient funds available to legally redeem all shares to be redeemed on such Redemption Date (including, if applicable, those to be redeemed at the option of the Common Stock Corporation), then it shall redeem such shares pro rata (based on the day prior portion of the aggregate Redemption Price payable to them) to the redemption date. If fewer than all extent possible and shall redeem the remaining shares represented by any such certificate to be redeemed as soon as sufficient funds are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereoflegally available. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. Subject to the provisions of this Section 5, the Company may redeem, at the applicable Redemption Price (adefined below) The and ratably among the holders of the then outstanding Preferred Stock to be redeemed, all or any portion of the Consenting Preferred (as defined below) outstanding on the Redemption Date (defined below). As more fully set forth below in Section 5(a), in order to redeem any shares of Preferred Stock, the Company shall give notice pursuant to this Section 5 to all holders of the then outstanding Preferred Stock of all series at the address of each such holder appearing on the books of the Company or given by such holder to the Company for the purpose of notice. Any such notice, however, shall be effective (and the Company shall have the right to redeem any shares of Preferred Stock) only as follows: (i) with respect to shares of Series A Preferred Stock, the Company shall have the right to redeem such shares of Series A Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than a majority of such shares of Series A Preferred Stock, voting separately as a single class, (ii) with respect to shares of Series B Preferred Stock, the Company shall have the right to redeem such shares of Series B Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than 57% of such shares of Series B Preferred Stock, voting separately as a single class, (iii) with respect to shares of Series C Preferred Stock, the Company shall have the right to redeem such shares of Series C Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than a majority of such shares of Series C Preferred Stock, voting separately as a single class, (iv) with respect to shares of Series D Preferred Stock, the Company shall have the right to redeem such shares of Series D Preferred Stock will be redeemable at (ratably and with equal priority among each holder thereof), only with the option written consent of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders majority of such shares of Series D Preferred Stock Stock, and (v) with respect to shares of Series E Preferred Stock, the Company shall cease except have the right to receive the redeem such shares of Common Series E Preferred Stock upon such redemption (ratably and any cash payable upon such redemptionwith equal priority among each holder thereof), without interest from only with the date written consent of holders of not less than a majority of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Series E Preferred Stock, without designation voting separately as to series, and may thereafter be issued but not as shares a single class. In the event that the appropriate consents for redemption have been obtained from the holders of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D A Preferred Stock, but, in lieu thereofthe Series B Preferred Stock, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemedSeries C Preferred Stock, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are and the Series E Preferred Stock, all of such shares of Preferred Stock shall be referred to hereinafter as "CONSENTING PREFERRED". The right of redemption contained in arrears, this Section 5 shall not be exercised with respect to any series of Preferred Stock prior to the Company may, at any time and from time to time, purchase any shares fifth anniversary of the Original Issue Date of the Series D Preferred Stock by tender or by private agreement.E

Redemption. (a) The shares of Series D A Preferred Stock will Shares shall not be redeemable at prior to August 15, 2019, except as set forth in Section 6 or to preserve the option status of the Company Trust as a REIT (as defined in Article III of the Declaration) for United States federal income tax purposes. In addition, the Series A Preferred Shares shall be subject to the provisions of Article VII of the Declaration. (b) On and after August 15, 2019, the Trust, at its option upon not fewer than 30 or more than 60 days’ written notice, may redeem the Series A Preferred Shares, in whole or in part, for cash at any time or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. for cash at a redemption price of $25.00 per Series A Preferred Share, plus all accrued and unpaid dividends (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right authorized or declared) thereon up to, but not including, the date fixed for redemption, without interest, to exercise its redemption option will not be affected by changes in the closing price of extent the Common Stock following such 30-day periodTrust has funds legally available therefor (the “Redemption Right”). If fewer than all of the shares of outstanding Series D A Preferred Stock Shares are to be redeemed, the shares Series A Preferred Shares to be redeemed shall be selected redeemed pro rata (as nearly as may be practicable without creating fractional Series A Preferred Shares) by lot or pro rata or in some by any other equitable manner method determined by the Trust that will not result in a violation of the Preferred Share Ownership Limit (as defined in Article VII of the Declaration). If redemption is to be by lot and, as a result, any holder of Series A Preferred Shares would have actual ownership, Beneficial Ownership or Constructive Ownership (each as defined in Article VII of the Declaration) in excess of the Preferred Share Ownership Limit (as defined in Article VII of the Declaration), or such other limit as permitted by the Board of Directors Trustees pursuant to Article VII of the Company; providedDeclaration, howeverbecause such holder’s Series A Preferred Shares were not redeemed, that or were only redeemed in part, then, except as otherwise provided in the Company Declaration, the Trust shall not be required to effect redeem the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares requisite number of Series D A Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares Shares of such holder such that no holder will hold an amount of Series D A Preferred Stock unless all Shares in excess of the Preferred Share Ownership Limit, subsequent to such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share . Holders of Series D A Preferred Stock Shares to be redeemed any accumulated shall surrender such Series A Preferred Shares at the place, or in accordance with the book entry procedures, designated in such notice and shall be entitled to the redemption price of $25.00 per Series A Preferred Share and all accrued and unpaid dividends through the payable upon such redemption datefollowing such surrender. In the case If (i) notice of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D A Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. Shares has been given (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date of the Series A Preferred Shares other than to preserve the status of the Trust as a REIT), (ii) the funds necessary for such redemption have been set apart by the Trust in trust for the benefit of the holders of any Series A Preferred Shares so called for redemption, and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid dividends, then from and after a dividend payment record date and prior to the related dividend payment redemption date, holders of Series D Preferred Stock on the dividend payment record date will be entitled dividends shall cease to accrue on such dividend payment date to receive the dividend payable on such shares)Series A Preferred Shares, such shares shall be cancelled and Series A Preferred Shares shall no longer be deemed to be outstanding outstanding, and all rights of the holders of such shares of Series D A Preferred Stock Shares shall cease terminate, except the right to receive the shares of Common Stock upon such redemption price plus any accrued and any cash unpaid dividends payable upon such redemption, without interest. So long as full cumulative dividends on the Series A Preferred Shares for all past Dividend Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Trust’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Shares at such price or prices as the Trust may determine, subject to the provisions of applicable law, including the repurchase of Series A Preferred Shares in open-market transactions duly authorized by the Board of Trustees. (c) In the event of any redemption of the Series A Preferred Shares in order to preserve the status of the Trust as a REIT for United States federal income tax purposes, such redemption shall be made in accordance with the terms and conditions set forth in this Section 5. If the Trust calls for redemption any Series A Preferred Shares pursuant to and in accordance with this Section 5(c), then the redemption price for such Series A Preferred Shares will be an amount in cash equal to $25.00 per Series A Preferred Share together with all accrued and unpaid dividends to, but not including, the dated fixed for redemption. (d) Unless full cumulative dividends on the Series A Preferred Shares for all past Dividend Periods that have ended shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no Series A Preferred Shares shall be redeemed pursuant to the Redemption Right or Special Optional Redemption Right (defined below) unless all outstanding Series A Preferred Shares are simultaneously redeemed, and the Trust shall not purchase or otherwise acquire directly or indirectly any Series A Preferred Shares or any class or series of beneficial interest from of the date Trust ranking, as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Trust, on parity with or junior to the Series A Preferred Shares (except by conversion into or exchange for shares of beneficial interest of the Trust ranking, as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Trust, junior to the Series A Preferred Shares); provided, however, that the foregoing shall not prevent the purchase of Series A Preferred Shares, or any other class or series of beneficial interest of the Trust ranking, as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Trust, on parity with or junior to the Series A Preferred Shares, by the Trust in accordance with the terms of Sections 5(c) and 9 hereof or otherwise, in order to ensure that the Trust remains qualified as a REIT for United States federal income tax purposes, or the purchase or acquisition of Series A Preferred Shares or shares of any other class or series of beneficial interest of the Trust ranking on parity with the Series A Preferred Shares as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Trust pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series A Preferred Shares. (e) Notice of redemption pursuant to the Redemption Right will be mailed by the Trust, postage prepaid, not fewer than 30 or more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series A Preferred Shares to be redeemed at their respective addresses as they appear on the transfer records of the Trust. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any Series A Preferred Shares except as to the holder to whom such notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Shares may be listed or admitted to trading, each such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of Series A Preferred Shares to be redeemed; (iv) the place or places where the certificates, if any, evidencing Series A Preferred Shares are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated Series A Preferred Shares for payment of the redemption price; (vi) that dividends on the Series A Preferred Shares to be redeemed will cease to accrue on such redemption date; and (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such redemptionSeries A Preferred Shares. Such cancelled shares If fewer than all of the Series A Preferred Shares held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series A Preferred Shares held by such holder to be redeemed or the method for determining such number. Notwithstanding anything else to the contrary herein, the Trust shall not be required to provide notice to the holder of Series A Preferred Shares in the event such holder’s Series A Preferred Shares are redeemed in accordance with Section 5(c) hereof and Article VII of the Declaration to preserve the Trust’s status as a REIT. (f) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Series A Preferred Shares at the close of business of such Dividend Record Date shall be entitled to the dividend payable on such Series A Preferred Shares on the corresponding Dividend Payment Date notwithstanding the redemption of such Series A Preferred Shares on or prior to such Dividend Payment Date, and each holder of Series A Preferred Shares that surrenders its Series A Preferred Shares on such redemption date will be entitled to the dividends accruing after the end of the Dividend Period to which such Dividend Payment Date relates up to, but not including, the redemption date. Except as provided herein, the Trust shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Shares for which a notice of redemption has been given. (g) All Series A Preferred Shares redeemed or repurchased pursuant to this Section 5, or otherwise acquired in any other manner by the Trust, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred StockShares, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed series or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemableclass. (eh) Fractional shares of Common Stock are The Series A Preferred Shares shall have no stated maturity and shall not be subject to be issued upon redemption any sinking fund or mandatory redemption; provided, however, that the Series A Preferred Shares owned by a shareholder in excess of the Series D Preferred Stock, but, in lieu thereof, Share Ownership Limit shall be subject to the Company will pay a cash adjustment based on the current market price provisions of this Section 5 and Article VII of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereofDeclaration. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. Shares of Series A Preferred, Series A1 Preferred, Series B Preferred and Series C Preferred (acollectively, the “Redemption Stock”) The shall be redeemed by the Corporation out of funds lawfully available therefor at a price per share equal to the Original Issue Price with respect to such shares, plus any accrued but unpaid dividends thereon (the “Redemption Price”), in three annual installments commencing 60 days after receipt by the Corporation at any time on or after February 5, 2015 from the holders of at least sixty-seven percent (67%) of the then outstanding shares of Series D Preferred Redemption Stock, of written notice requesting redemption of all shares of Redemption Stock will be redeemable at (the option date of each such installment being referred to as a “Redemption Date”). On each Redemption Date, the Company Corporation shall redeem, on a pro rata basis in whole or in part, for cash or for such accordance with the number of shares of Common Redemption Stock as equals owned by each holder, that number of outstanding shares of Redemption Stock determined by dividing (i) the Liquidation Preference total number of shares of Redemption Stock outstanding immediately prior to such Redemption Date by (defined hereinafter in paragraph ii) the number of remaining Redemption Dates (4including the Redemption Date to which such calculation applies)) . If the Corporation does not have sufficient funds legally available to redeem on any Redemption Date all shares of Redemption Stock, the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as Corporation shall redeem a pro rata portion of the opening each holder’s redeemable shares of business such capital stock out of funds legally available therefor, based on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders respective amounts which would otherwise be payable in respect of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed if the legally available funds were sufficient to redeem all such shares, and shall be selected by lot or pro rata or in some other equitable manner determined by redeem the Board of Directors of the Company; provided, however, that the Company shall not be required remaining shares to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, redeemed as soon as practicable after the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptionhas funds legally available therefore. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares Optional Redemption at Election of Series D Preferred Stock will be redeemable at Company. Provided that the option Company has satisfied all of the Company in whole or in partEquity Conditions and subject to the provisions of this Section 6(a), for cash or for such number of shares of Common Stock as equals at any time after the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption optionEffective Date, the Company must may deliver a notice to the Holder (an “Optional Redemption Notice”, accompanied by proof of funds and a statement that any extant Event of Default shall be cured by the applicable Optional Redemption, and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal or interest amount of this Note for cash in an amount equal to the Optional Redemption Amount as provided on Schedule 6(a) hereto (the “Optional Redemption Amount”) on the 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20-Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount as determined in accordance with Schedule 6(a), is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of the Equity Conditions shall have been met, the Company has provided the Holder with proof of funds to defease the principal, interest, and any redemption premium due pursuant to the applicable Optional Redemption, and there is an effective registration statement covering the Conversion Shares on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the holders Holder of record the non-existence of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior an Equity Condition, such notice period shall be extended to the opening third Trading Day after proper notice from the Company) in which case the Optional Redemption Notice shall be null and void, ab initio. The Company covenants and agrees that it will honor all Notices of business on Conversion tendered from the second trading day after time of delivery of the conditions Optional Redemption Notice through the date all amounts owing thereon are due and paid in the preceding sentences have, from time full. The Company’s determination to time, been satisfied. (b) Notice pay an Optional Redemption in cash shall be applied ratably to all of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptionPurchase Agreement. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares At any time during the Redemption Period, the Holder shall have the right to require the Company to redeem (a “Redemption”), by delivering a notice of Series D Preferred Stock will redemption to the Company (a “Redemption Notice”), specifying the date of redemption, which date shall be redeemable no less than twenty (20) Business Days after the date of delivery of the Redemption Notice (the “Redemption Date”), all but not less than all of this Note at the option of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfiedRedemption Price. (b) Upon the receipt of any Redemption Notice of from the Holder who has exercised its redemption right pursuant to Section 8(a) (the "Redemption Notice") will be given by mail to “Requesting Holder”), the holders Company shall promptly give written notice of the Series D Preferred Stock not less than 30 nor more than 60 days prior redemption request to each non-requesting holder of other 2027 Convertible Notes (the date selected by “Non-Requesting Holder(s)”) stating the existence of such request, the Redemption Date and the mechanics of the Redemption. Upon receiving such notice from the Company, the Non-Requesting Holder(s) may require the Company to redeem the Series D Preferred Stock. The then outstanding 2027 Convertible Notes such Non-Requesting Holder(s) hold(s) on the Redemption Notice shall be deemed to have been given when deposited in Date (such participating Non-Requesting Holders together with the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemedRequesting Holder, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption“Exiting Holders”). (c) On the redemption dateRedemption Date, the Company must pay, shall pay the Redemption Price to each Exiting Holder in cash, on each share consideration of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of the 2027 Convertible Notes held by such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside Exiting Holder by the Company pursuant to subparagraph (e) and unclaimed Section 8. Any portion of the Redemption Price not paid by the Company on the Redemption Date shall accrue interest at the end a rate of three years 10% per annum annually from the date fixed for redemption shall revert Redemption Date to the Companydate when the Redemption Price is paid in full. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. The Secured PIK Debt will be redeemable by PSC in the following circumstances: (i) If (a) The shares of Series D Preferred Stock will be redeemable at the option of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior an offer is made to the opening common shareholders of business on the second trading day after the conditions in the preceding sentences have, from time PSC to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than acquire all of the common shares of Series D Preferred Stock are to be redeemedPSC, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except thator, in the case of an offer by an existing beneficial owner or owners of PSC common shares, to acquire all of the common shares of PSC not already owned by such owner(s) together with persons acting in concert (the shares already owned being the "Offeror's Existing Holdings"), (b) under the offer the Offeror acquires (1) common shares which together with the Offeror's Existing Holdings amount to 67% or more of the common shares of PSC, or (2) a majority of the common shares of PSC other than the Offeror's Existing Holdings, whichever is greater, and (c) the person or persons making the offer (the "Offeror") notifies PSC that it requires PSC to exercise such redemption date after a dividend payment record date and prior right, then, subject to the related dividend payment datefollowing sentence, holders PSC will have the right to redeem the Secured PIK Debt for a price (the "Redemption Price") equal to 115% of Series D Preferred Stock the face amount of such ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇s all accrued interest on the dividend payment record date will be entitled on such dividend payment date Secured PIK Debt. If the Offeror has notified PSC that it requires PSC to receive exercise the dividend payable on such shares), such shares shall be cancelled redemption right and shall no longer be deemed to be outstanding and all rights of the amount the holders of such the Secured PIK Debt would have received by converting the convertible Secured PIK Debt to common shares of Series D Preferred Stock shall cease except PSC and tendering them to the right to receive Offeror under its offer (the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from "Tender Price") would be greater than the date Redemption Price of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred StockDebt, without designation as to series, and may thereafter be issued but any Secured PIK Debt which has not as shares of Series D Preferred Stock. At been converted by the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all date set out in the shares represented redemption notice issued by any such certificate are redeemed, a new certificate shall PSC will be issued representing the unredeemed shares of Series D Preferred Stock without cost deemed to have been converted and tendered to the holder thereofOfferor's offer, and the holders of the convertible Secured PIK Debt will be entitled to receive the Tender Price. (fii) Any shares or cash set aside by the Company pursuant The Secured PIK Debt may not be redeemed prior to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to first full year after Plan Implementation except as provided in (i) above. Commencing in the Company. (g) Subject to applicable law and second year after Plan Implementation, PSC may redeem the limitation on purchases when dividends Secured PIK Debt upon payment of the following percentage of the face amount of the Secured PIK Debt during the periods following Plan Implementation indicated below, plus all accrued interest on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.Secured PIK Debt: Year 1 Not redeemable Year 2 125% Year 3 125% Year 4 116 2/3% Year 5 108 1/3% Maturity 100%

Redemption. Subject to the provisions of this Section 5, the Company may redeem, at the applicable Redemption Price (adefined below) The and ratably among the holders of the then outstanding Preferred Stock to be redeemed, all or any portion of the Consenting Preferred (as defined below) outstanding on the Redemption Date (defined below). As more fully set forth below in Section 5(a), in order to redeem any shares of Preferred Stock, the Company shall give notice pursuant to this Section 5 to all holders of the then outstanding Preferred Stock of all series at the address of each such holder appearing on the books of the Company or given by such holder to the Company for the purpose of notice. Any such notice, however, shall be effective (and the Company shall have the right to redeem any shares of Preferred Stock) only as follows: (i) with respect to shares of Series A Preferred Stock, the Company shall have the right to redeem such shares of Series A Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than a majority of such shares of Series A Preferred Stock, voting separately as a single class, (ii) with respect to shares of Series B Preferred Stock, the Company shall have the right to redeem such shares of Series B Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than 57% of such shares of Series B Preferred Stock, voting separately as a single class, (iii) with respect to shares of Series C Preferred Stock, the Company shall have the right to redeem such shares of Series C Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than a majority of such shares of Series C Preferred Stock, voting separately as a single class, (iv) with respect to shares of Series D Preferred Stock, the Company shall have the right to redeem such shares of Series D Preferred Stock will be redeemable at (ratably and with equal priority among each holder thereof), only with the option written consent of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders majority of such shares of Series D Preferred Stock Stock, and (v) with respect to shares of Series E Preferred Stock, the Company shall cease except have the right to receive the redeem such shares of Common Series E Preferred Stock upon such redemption (ratably and any cash payable upon such redemptionwith equal priority among each holder thereof), without interest from only with the date written consent of holders of not less than a majority of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Series E Preferred Stock, without designation voting separately as to series, and may thereafter be issued but not as shares a single class. In the event that the appropriate consents for redemption have been obtained from the holders of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D A Preferred Stock, but, in lieu thereofthe Series B Preferred Stock, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemedSeries C Preferred Stock, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are and the Series E Preferred Stock, all of such shares of Preferred Stock shall be referred to hereinafter as "Consenting Preferred". The right of redemption contained in arrearsthis Section 5 shall not be exercised with respect to any series of Preferred Stock prior to the fifth anniversary of the Original Issue Date of the Series E Preferred Stock, the Company may, but may be exercised at any time and from time to timetime thereafter. No such notice of redemption shall be effective if and to the extent that the Company, purchase any shares at the date of the Series D Preferred Stock such redemption, shall be prohibited by tender or by private agreementapplicable law from effecting such redemption.

Redemption. (a) The shares of Series D Preferred Stock will be redeemable On or after December 31, 2010, at the option election of the Company in whole or in part, for cash or for such number holders of shares of Common Stock as equals the Liquidation Preference sixty-six and two-thirds percent (defined hereinafter in paragraph (4)66 2/3%) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the then outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemptionStock, the Corporation shall redeem the shares of Preferred Stock held by such holders at the applicable Redemption Price (as defined below), the foregoing election shall be made by such holders giving the Corporation not call less than thirty (30) days prior written notice, which notice shall set forth the date for such redemption (each a “Redemption Date”). Within ten (10) days after receipt of such notice, the Corporation shall provide written notice to all other holders of Preferred Stock notifying all such holders of such request for redemption. Notwithstanding the foregoing, holders of sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Preferred Stock not subject to the redemption specified in any notice given pursuant to the first sentence of this Section 5(a) may thereafter require the Corporation to also redeem such Preferred Stock at such Redemption Date upon written notice to the Corporation within ten (10) days of receipt of such original notice from the Corporation. On each Redemption Date, the Corporation shall redeem, on a pari passu basis, (A) all shares of Series D F Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. a per share redemption price equal to the greater of (ci) On the redemption date, Series F Liquidation Amount or (ii) the Company must pay, in cash, on amount received if each share of Series D F Preferred Stock to be was converted into Common Stock and such Common Stock was redeemed any accumulated at its Going Concern Value (as defined in Section 5(c) hereof)) (the “Series F Redemption Price”) and unpaid dividends through the (B) all shares of Junior Preferred Stock for a per share redemption date. In the case of a redemption date falling after a dividend payment record date and prior price equal to the related payment dategreater of (i) the applicable Junior Preferred Liquidation Amount or (ii) the amount received if each share of Junior Preferred Stock was converted into Common Stock and such Common Stock was redeemed at its Going Concern Value (as defined in Section 5(c) hereof) (the applicable “Junior Preferred Redemption Price”, together with the Series F Redemption Price, the holders “Redemption Price”). On such Redemption Date, each holder of the Series D shares of Preferred Stock at shall surrender the close of business on certificate evidencing such record date will shares to the Corporation and shall thereupon be entitled to receive payment of, as applicable, the dividend payable on Series F Redemption Price or the applicable Junior Preferred Redemption Price. From and after such shares Redemption Date, unless there shall have been a default in payment or tender by the Corporation of the aggregate Redemption Price, all dividends on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will shall cease to accrue on the Series D Preferred Stock called for redemption (except thataccrue, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of with respect to such redeemed shares of Series D Preferred Stock shall cease (except the right to receive the shares Series F Redemption Price or the applicable Junior Preferred Redemption Price, as applicable, upon surrender of Common Stock upon their certificate) shall cease and such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may not thereafter be issued but not as shares of Series D Preferred Stock. At the close of business transferred on the redemption date upon surrender in accordance with such notice books of the certificates representing this Corporation or be deemed outstanding for any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemablepurposes whatsoever. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares provisions of Series D Preferred Stock will be redeemable at the option Article 11 of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals Original Indenture will apply to the Liquidation Preference Designated Securities. The “Redemption Price” means: (defined hereinafter in paragraph (4)A) of the Series D Preferred Stock with respect to any Designated Securities to be redeemed other than pursuant to Section 11.8 of the Original Indenture or Section 2.12(b) of this Supplemental Indenture, an amount equal to the greater of: (without regard x) 100% of the principal amount of such Designated Securities to accumulated be redeemed plus accrued and unpaid dividendsinterest thereon to, but excluding, the Redemption Date (as defined below) of such Designated Securities and (y) as determined by the Independent Investment Banker, the sum of the opening present values of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders remaining scheduled payments of record principal thereof and interest thereon (exclusive of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior interest accrued thereon to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (bRedemption Date) Notice of redemption (the "Redemption Notice") will be given by mail discounted to the holders Redemption Date of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, firstDesignated Securities being redeemed on a semiannual basis (assuming a 360-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price day year consisting of the Common Stock following such twelve 30-day period. If fewer than all months) at the Treasury Rate plus 45 basis points for the Designated Securities being redeemed, plus accrued and unpaid interest on the principal amount of such Designated Securities (or any portion thereof) being redeemed to, but excluding, the Redemption Date of the shares of Series D Preferred Stock are Designated Securities (or any portion thereof) being redeemed; and (B) with respect to be redeemed, the shares any Designated Securities to be redeemed shall pursuant to Section 11.8 of the Original Indenture or Section 2.12(b) of this Supplemental Indenture, an amount equal to their principal amount, together with accrued and unpaid interest, if any, thereon to but excluding the Redemption Date. The “Redemption Date” of any Designated Securities to be selected by lot or pro rata or in some other equitable manner determined redeemed will be any Fixed Rate Business Day fixed by the Board Issuer for redemption of Directors such Designated Securities and specified in the applicable notice of redemption provided by the Issuer to the Trustee pursuant to Section 11.2 of the CompanyOriginal Indenture; provided, however, that the Company shall not be required to effect the redemption in Redemption Date of any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock Designated Securities to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior pursuant to the related payment date, the holders Section 11.8(a) of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares Original Indenture shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemablean Interest Payment Date. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares Subject to Section 2(e), at any time after the six-month anniversary of Series D Preferred Stock will be redeemable the Issue Date and prior to the expiration of the Warrants, upon notice to the Holders, the Company may redeem, at the option price of $0.01 per Warrant (the Company “Redemption Price”), up to such aggregate number of fully paid, validly issued and non-assessable Warrant Shares equal to the lesser of, (i) the aggregate number of all remaining Warrant Shares available for purchase hereunder, and (ii) the aggregate number of Warrant Shares then permitted to be issued to the Holder in compliance with Section 2(e) above, (such lesser number of Warrant Shares, the “Maximum Redemption Share Amount”) as designated in the applicable Redemption Notice (as defined below) to be issued and delivered in accordance with Section 6(b) hereof (each, a “Redemption”). Redemption shall be permitted under this Section 6 provided that (i) no Equity Conditions Failure exists (unless waived, in whole or in part, for cash or for in writing by the Holder (and, if in part, only to the extent of the Warrant Shares applicable to such number partial waiver)); (ii) the VWAP of the shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business listed on the date set principal Trading Market has been at least $[●] per share (as adjusted for such redemption. In order to exercise its redemption optionshare splits, the Company must notify the holders of record of its Series D Preferred Stock in writing share dividends, recapitalizations and similar events) (the "Conditions Satisfaction Notice"“Redemption Trigger Price”), on each of twenty (20) consecutive Trading Days prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice Date; (iii) either (x) there is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on an effective registration statement covering the shares of Common Stock issuable upon such redemption. exercise of the Warrants, and a current prospectus relating thereto, available throughout the Redemption Period (ddefined below) On and after the date fixed for redemption, provided that or (y) the Company has made available at elected to require the office exercise of its registrar the Warrants via cashless exercise; and transfer agent a sufficient number (iv) if and when the Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of shares of Common Stock and an amount upon exercise of cash the Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification (the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares“Redemption Conditions”), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The On each of the first four Applicable Redemption Dates for any shares of Series D Class A Preferred Stock will be redeemable at the option of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption dateredeem, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and without prior notice to the related payment dateHolder, the holders out of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment datefunds legally available therefor, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder 7.5% of the number of shares of Common Stock for which such Series D Class A Preferred Stock is redeemableissued on the date of issuance of such shares of Class A Preferred Stock, on each of the fifth through eighth Applicable Redemption Dates for any shares of Class A Preferred Stock the Corporation shall redeem, without prior notice to the Holder, out of funds legally available therefor, 10% of the number of shares of Class A Preferred Stock issued on the date of issuance of such shares of Class A Preferred Stock, and on the ninth Applicable Redemption Date for any shares of Class A Preferred Stock the Corporation shall redeem, without prior notice to the Holder, out of funds legally available therefor, 15% of the number of shares of Class A Preferred Stock issued on the date of issuance of such shares of Class A Preferred Stock, in each case by paying to the Holder the aggregate Redemption Value for such Class A Preferred Stock so redeemed plus any accrued but unpaid dividends thereon. On the tenth Applicable Redemption Date for such shares of Class A Preferred Stock the Corporation shall redeem, without prior notice to the Holder, out of funds legally available therefor, the balance of the number of shares of Class A Preferred Stock issued on such date of issuance, by paying to the Holder the aggregate Redemption Value for such Class A Preferred Stock so redeemed plus any accrued but unpaid dividends thereon. (eb) Fractional shares Upon the occurrence and during the continuance of Common Stock are not any Trigger Event, the Holder may require the Corporation to be issued upon redemption redeem out of funds of the Series D Corporation legally available therefor, all or any portion of the Class A Preferred StockStock for a redemption price equal to the aggregate Redemption Value for the Class A Preferred Stock so redeemed plus any accrued but unpaid dividends thereon. Upon written notice delivered by the Holder to the President of the Corporation, butsuch Redemption Value plus such dividends shall be immediately due and payable. (c) The Corporation may, in lieu thereof, by delivering written notice that is received by the Company will pay a cash adjustment based Holder not later than 10:00 a.m. New York time on the current market price of the Common Stock on the day third Business Day prior to the redemption date. If fewer than date of the relevant redemption, redeem out of funds of the Corporation legally available therefor, all or any portion of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Class A Preferred Stock without cost for a redemption price equal to the holder thereofaggregate Redemption Value for the Class A Preferred Stock so redeemed plus any accrued but unpaid dividends thereon. (fd) Any shares or cash set aside From and after the date of a redemption, unless default shall be made by the Company pursuant to subparagraph (e) and unclaimed at Corporation in providing for the end payment of three years from the date fixed aggregate Redemption Value for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when Class A Preferred Stock so redeemed plus accrued but unpaid dividends thereon, all dividends on the Series D Class A Preferred Stock are in arrearsso redeemed shall cease to accrue, the Company may, at any time and from time to timeand after the date of redemption so specified, purchase any shares unless default shall be made by the Corporation as aforesaid, all rights of the Series D Preferred Stock by tender or by private agreementHolder with respect to such shares, except the right to receive such Redemption Value and dividends, shall cease and terminate.

Redemption. (a) The Corporation shall have the right, at its sole option and election, to redeem outstanding shares of Series D A Preferred Stock will be redeemable at the option of the Company Stock, in whole or in part, for cash or for such number of shares of Common Stock as equals part (pro-rata among the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the outstanding shares of Series D A Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the CompanyStock) at any time; provided, however, that the Company Corporation shall not be required to effect optionally redeem -------- ------- less than $5,000,000 in the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on aggregate of the outstanding stated amount of shares of Series D A Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemptionat any one time. (b) On September 30, 2008, the Corporation shall not call for redemption any redeem one- third of the shares of Series D A Preferred Stock unless then outstanding. On September 30, 2009, the Corporation shall redeem one-half of the shares of Series A Preferred Stock then outstanding. On September 30, 2010, the Corporation shall redeem all such remaining shares of Series A Preferred Stock then outstanding are called for simultaneous redemptionoutstanding. (c) On The redemption price per share for Series A Preferred Stock redeemed on any optional or mandatory redemption date (the redemption date, "Redemption Price") shall be equal to the Company must pay, in cash, on each Stated Value per share of Series D Preferred Stock the shares to be redeemed any plus an amount equal to the aggregate dollar amount of all accrued or accumulated and unpaid dividends through the redemption date. In The Redemption Price shall be paid in cash from any source of funds legally available therefor. (d) Not less than thirty (30) nor more than sixty (60) days prior the case of a redemption date falling after a dividend payment record date and prior to the related payment date, a notice specifying the time and place of such redemption shall be given by first class mail, postage prepaid, to the holders of record of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D A Preferred Stock to be redeemed at their respective addresses as the same shall appear on the books of the Corporation (but no failure to mail such notice or any defect therein shall affect the validity of the proceedings for redemption except as to the holder to whom the Corporation has failed to mail such notice or except as to the holder whose notice was defective), calling upon each such holder of record to surrender to the Corporation on the redemption date at the place designated in such notice such holder's certificate or certificates representing the then outstanding shares of Series A Preferred held by such holder called for redemption. On or after the redemption date, each holder of shares of Series A Preferred Stock called for redemption shall surrender his certificate or certificates for such shares to the Corporation at the place designated in the redemption notice and shall thereupon be entitled to receive payment of the Redemption Price in the manner set forth in Section 3(c) above. If the redemption is delayed for any reason, dividends shall continue to accrue on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of A Preferred Stock, without designation as and shall be added to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice become a part of the certificates representing any Redemption Price of such shares, until the Redemption Price, as so adjusted, for such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults is paid in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemablefull. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The At the written election of holders of at least a majority of the outstanding shares of Series D B Preferred Stock will be redeemable at any time on or after the option date that is 90 days before fifth anniversary of the Company in whole or in partOriginal Issue Date (the “Series B Redemption Election”), for cash or for such number the Corporation shall be required to redeem all, but not less than all, of the outstanding shares of Common Series B Preferred Stock as equals in three annual installments, upon the Liquidation Preference terms set forth in this Section 6 of this Article FOURTH. The first installment of such redemption shall occur on a date (defined hereinafter the “First Series B Redemption Date”) specified in paragraph the Series B Redemption Election, which shall be not less than ninety (4)90) days after the date of the Series D B Redemption Election, and the second and third installments of such redemption shall occur on the first and second anniversaries, respectively, of the First Series B Redemption Date. The Corporation shall redeem one-third of the outstanding shares of Series B Preferred Stock held by each holder on the First Series B Redemption Date, one-half of the remaining outstanding shares of Series B Preferred Stock then held by each holder on the first anniversary thereof and all of the remaining shares of Series B Preferred Stock on the second anniversary thereof. On each such redemption date, the holders shall surrender the certificate or certificates for the shares to be redeemed (without regard duly endorsed for transfer or with duly executed stock transfer powers sufficient to accumulated and unpaid dividends) as permit transfer attached at the offices of the opening Corporation or of business any transfer agent for the Series B Preferred Stock, or the holder shall notify the Corporation or any transfer agent that such certificates have been lost, stolen, or destroyed and execute a Certificate of Loss. The Corporation shall, as soon as practicable thereafter, issue and deliver to each holder a certificate or certificates for the balance of the shares not being redeemed. The redemption price per share of Series B Preferred Stock shall be equal to $0.58 (as adjusted for any stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series B Preferred Stock) (the “Series B Redemption Price”) plus all dividends accrued and/or declared but unpaid on such share on the date set for such redemption. In order to exercise its applicable redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfieddate. (b) Notice If at any time following the redemption in full of all shares of Series B Preferred Stock subject to a redemption request, the Corporation receives the written election of holders of at least sixty percent (60%) of the outstanding shares of Series A Preferred Stock (the "“Series A Redemption Notice"Election”), the Corporation shall be required to redeem all, but not less than all, of the outstanding shares of Series A Preferred Stock in three annual installments, upon the terms set forth in this Section 6 of this Article FOURTH. The first installment of such redemption shall occur on a date (the “First Series A Redemption Date”) will specified in the Series A Redemption Election, which shall be given by mail to not less than ninety (90) days after the holders date of the Series D A Redemption Election, and the second and third installments of such redemption shall occur on the first and second anniversaries, respectively, of the First Series A Redemption Date. The Corporation shall redeem one-third of the outstanding shares of Series A Preferred Stock held by each holder on the First Series A Redemption Date, one-half of the remaining outstanding shares of Series A Preferred Stock then held by each holder on the first anniversary thereof and all of the remaining shares on the second anniversary thereof. On each such redemption date, the holders shall surrender the certificate or certificates for the shares to be redeemed duly endorsed for transfer or with duly executed stock transfer powers sufficient to permit transfer attached at the offices of the Corporation or of any transfer agent for the Series A Preferred Stock, or the holder shall notify the Corporation or any transfer agent that such certificates have been lost, stolen, or destroyed and execute a Certificate of Loss. The Corporation shall, as soon as practicable thereafter, issue and deliver to each holder a certificate or certificates for the balance of the shares not less than 30 nor more than 60 days prior being redeemed. The redemption price per share of Series A Preferred Stock shall be equal to $0.65 (as adjusted for any stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the date selected by the Company to redeem the Series D A Preferred Stock. The ) (the “Series A Redemption Price”) plus all dividends accrued and/or declared but unpaid on such share on the applicable redemption date. (c) Notice of any redemption shall be deemed to have been given when deposited in the United States mail, first-sent by first class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price each holder of record of the Common Series B Preferred Stock following or Series A Preferred Stock, as applicable, not less than thirty days nor more than sixty days prior to the First Series B Redemption Date or First Series A Redemption Date, as applicable, at the address of such 30-day period. If fewer than all holder as it appears on the books of the shares of Corporation. Such notice shall set forth (i) the First Series D Preferred Stock are to be redeemedB Redemption Date or First Series A Redemption Date, as applicable, the dates of the second and third installments of such redemption, and the place of redemption; and (ii) the number of shares to be redeemed on each date of redemption and the redemption price calculated in accordance with Subsection 6(a) and 6(b) of this Article FOURTH, on each such date. The Corporation shall be selected by lot obligated to redeem the Series B Preferred Stock or pro rata or Series A Preferred Stock, as applicable, on the dates and in some other equitable manner determined by the Board of Directors of amounts set forth in the Companynotice; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares holder of Series D B Preferred Stock shall not have been paid or declared and set apart for payment for Series A Preferred Stock, as applicable, may convert any or all regular dividend payment dates to and including of the last dividend payment date shares owned by such holder into Common Stock in accordance with Section 4 of this Article FOURTH at any time prior to the date fixed for redemptionof redemption of such shares. The Corporation, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at if advised before the close of business on such the relevant redemption date by written notice from any holder of record date will of Series B Preferred Stock or Series A Preferred Stock to be entitled to receive redeemed, as applicable, shall credit against the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption number of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D B Preferred Stock called for redemption or on Series A Preferred Stock required to be redeemed from such holder, as applicable, and shall not redeem, the number of shares of Common Series B Preferred Stock issuable upon or Series A Preferred Stock, as applicable, which shall have been converted by such holder on or before such date and which shall not previously have been credited against any redemption. (d) On If, on or before a redemption date, the funds necessary for such redemption shall have been set aside by the Corporation and after deposited with a bank or trust company, in trust for the date fixed pro rata benefit of the holders of the Series B Preferred Stock or Series A Preferred Stock that has been called for redemption, provided then, notwithstanding that the Company has made available at the office of its registrar and transfer agent a sufficient number of any certificates for shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock that have been called for redemption (except thatshall not have been surrendered for cancellation, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and represented thereby shall no longer be deemed to be outstanding from and after such redemption date, and all rights of holders of such shares so called for redemption shall forthwith, after such redemption date, cease and terminate with respect to such shares, excepting only the right to receive the redemption funds therefor to which they are entitled. Any interest accrued on funds so deposited and unclaimed by stockholders entitled thereto shall be paid to such stockholders at the time their respective shares are redeemed or to the Corporation at the time unclaimed amounts are paid to it. In case the holders of shares of Series B Preferred Stock or Series A Preferred Stock, as applicable, which shall have been called for redemption shall not, within one year after the final redemption date, claim the amounts so deposited with respect to the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company shall be relieved of all responsibility in respect thereof to such holder and such holder shall look only to the Corporation for the payment thereof. Any funds so deposited with a bank or trust company which shall not be required for such redemption by reason of the exercise subsequent to the date of such deposit of the right of conversion of any shares or otherwise shall be returned to the Corporation forthwith. (e) If the funds of the Corporation legally available for redemption of shares of Series B Preferred Stock or Series A Preferred Stock, as applicable, on a redemption date are insufficient to redeem the total number of shares of Series B Preferred Stock or Series A Preferred Stock submitted for redemption, those funds which are legally available will be used to redeem the maximum possible number of whole shares among the holders of such shares, based ratably on the aggregate Series B Redemption Price or Series A Redemption Price, as applicable which each such holder would be entitled to receive on such redemption date. The shares of Series B Preferred Stock or Series A Preferred Stock, as applicable, not redeemed shall remain outstanding and entitled to all rights and preferences provided herein. At any time thereafter when additional funds of the Corporation are legally available for the redemption of such shares of Series D B Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of or Series A Preferred Stock, without designation as to seriesapplicable, and may thereafter such funds will be issued but not as shares of Series D Preferred Stock. At used, at the close of business on the redemption date upon surrender in accordance with such notice end of the certificates representing any next succeeding fiscal quarter, to redeem the balance of such shares (properly endorsed shares, or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock such portion thereof for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock funds are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereofthen legally available. (f) Any In the event that funds are unavailable on the redemption date for any reason, then all unredeemed shares or cash set aside by the Company pursuant shall remain outstanding and entitled to subparagraph (e) all rights and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law preferences provided herein, and the limitation on purchases when dividends Corporation shall pay interest on the Series D Preferred Stock are B Redemption Price or Series A Redemption Price applicable to such unredeemed shares at the rate of eight percent (8%) per annum, with such interest to accrue daily in arrears; provided, however, that in no event shall such interest exceed the maximum permitted under applicable law (the “Maximum Permitted Rate”). In the event that fulfillment of any provision hereof results in such rate of interest being in excess of the Maximum Permitted Rate, the Company mayamount of interest required to be paid hereunder shall automatically be reduced to eliminate such excess; provided, at however, that any time subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable redemption date to the extent permitted by law. All interest accrued in accordance with this Section 6 shall be compounded annually and from time to time, purchase any shall be due and payable upon redemption of shares of the Series D Preferred Stock by tender or by private agreementin accordance with this Section 6.

Redemption. Subject to the requirements of the Canada Business Corporations Act (the “Act”), Amalco shall: (a) The shares as of Series D Preferred Stock will be redeemable at 12:02 a.m. (Toronto time) (the option “Redemption Time”) on the day that the amalgamation (the “Amalgamation”) following which Amalco is the continuing corporation becomes effective, redeem all of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Amalco Redeemable Preferred Stock to be redeemed (without regard to accumulated Shares that then are issued and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied.outstanding; and (b) Notice immediately following the issuance of redemption any additional Amalco Redeemable Preferred Shares that may be issued after the Redemption Time to persons who exercised rights of dissent (“Dissenting Shareholders”) in respect of the Amalgamation and who failed to perfect or withdrew or forfeited their claim under Section 190 of the Act in connection with the Amalgamation or whose rights as a holder of Amalco Redeemable Preferred Shares otherwise are reinstated, but with effect as of the Redemption Time, redeem all such additional Redeemable Preferred Shares for consideration (the "“Redemption Notice"Consideration”) will be given by mail to the holders of the Series D for each Amalco Redeemable Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares Share to be redeemed shall be selected by lot equal to 0.17 of Hudbay Warrant to purchase common shares of Hudbay in accordance with the following provisions of this section. Except as hereinafter expressly provided or pro rata or in some other equitable manner as otherwise determined by Amalco, no notice of redemption or other act or formality on the Board part of Directors of the Company; provided, however, that the Company Amalco shall not be required to effect the redemption of the Amalco Redeemable Preferred Shares. No fractional Hudbay Warrants will be issued or delivered in any manner that results in additional fractional shares being outstandingconnection with the redemption of the Amalco Redeemable Preferred Shares. If full cumulative dividends on at the outstanding shares completion of Series D the redemption. If at the completion of the Redemption, the number of Hudbay Warrants to be issued or delivered to a holder of Amalco Redeemable Preferred Stock shall not have been paid Shares would result in a fraction of a Hudbay Warrant being issuable or declared and set apart for payment for all regular dividend payment dates to and including deliverable, fractional entitlements will either be rounded up (if the last dividend payment date prior fractional interest is 0.5 or more) or down (if the fractional interest is less than 0.5) to the date fixed for redemptionnearest whole number. On the business day following the Redemption Time, Amalco shall deliver or cause to be delivered to Equity Financial Trust Company (the “Depositary”) at its principal office in the City of Toronto, the Corporation shall not call for redemption any shares Redemption Consideration in respect of Series D each Amalco Redeemable Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock Share to be redeemed any accumulated redeemed. Delivery of the aggregate Redemption Consideration in such a manner shall be a full and unpaid dividends through complete discharge of Amalco’s obligation to deliver the redemption date. In the case of a redemption date falling after a dividend payment record date and prior aggregate Redemption Consideration to the related payment date, the holders of the Series D Amalco Redeemable Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemptionShares. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The At the written election of holders of at least sixty-six percent (66%) of the outstanding shares of Series D C Preferred Stock will be redeemable and Series B Preferred Stock at any time on or after the option date that is 90 days before fifth anniversary of the Company in whole or in partOriginal Issue Date (the “Series C/Series B Redemption Election”), for cash or for such number the Corporation shall be required to redeem all, but not less than all, of the outstanding shares of Common Series C Preferred Stock as equals and Series B Preferred Stock in three annual installments, upon the Liquidation Preference terms set forth in this Section 6 of this Article FOURTH. The first installment of such redemption shall occur on a date (defined hereinafter the “First Series C/Series B Redemption Date”) specified in paragraph the Series C/Series B Redemption Election, which shall be not less than ninety (4)90) days after the date of the Series D C/Series B Redemption Election, and the second and third installments of such redemption shall occur on the first and second anniversaries, respectively, of the First Series C/Series B Redemption Date. The Corporation shall redeem one-third of the outstanding shares of Series C Preferred Stock and Series B Preferred Stock held by each holder on the First Series C/Series B Redemption Date, one-half of the remaining outstanding shares of Series C Preferred Stock and Series B Preferred Stock then held by each holder on the first anniversary thereof and all of the remaining shares of Series C Preferred Stock and Series B Preferred Stock on the second anniversary thereof. On each such redemption date, the holders shall surrender the certificate or certificates for the shares to be redeemed (without regard duly endorsed for transfer or with duly executed stock transfer powers sufficient to accumulated and unpaid dividends) as permit transfer attached at the offices of the opening Corporation or of business any transfer agent for the Series C Preferred Stock and Series B Preferred Stock, or the holder shall notify the Corporation or any transfer agent that such certificates have been lost, stolen, or destroyed and execute a Certificate of Loss. The Corporation shall, as soon as practicable thereafter, issue and deliver to each holder a certificate or certificates for the balance of the shares not being redeemed. The redemption price per share of Series C Preferred Stock shall be equal to $0.58 (as adjusted for any stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series C Preferred Stock) (the “Series C Redemption Price”) plus all dividends declared but unpaid on such share on the date set for such redemptionapplicable redemption date. In order to exercise its The redemption option, the Company must notify the holders price per share of record of its Series D B Preferred Stock in writing shall be equal to $0.58 (as adjusted for any stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series B Preferred Stock) (the "Conditions Satisfaction Notice"“Series B Redemption Price”) prior to the opening of business plus all dividends accrued and/or declared but unpaid on such share on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfiedapplicable redemption date. (b) Notice If at any time following the redemption in full of all shares of Series C Preferred Stock and Series B Preferred Stock subject to a redemption request, the Corporation receives the written election of holders of at least sixty percent (60%) of the outstanding shares of Series A Preferred Stock (the "“Series A Redemption Notice"Election”), the Corporation shall be required to redeem all, but not less than all, of the outstanding shares of Series A Preferred Stock in three annual installments, upon the terms set forth in this Section 6 of this Article FOURTH. The first installment of such redemption shall occur on a date (the “First Series A Redemption Date”) will specified in the Series A Redemption Election, which shall be given by mail to not less than ninety (90) days after the holders date of the Series D A Redemption Election, and the second and third installments of such redemption shall occur on the first and second anniversaries, respectively, of the First Series A Redemption Date. The Corporation shall redeem one-third of the outstanding shares of Series A Preferred Stock held by each holder on the First Series A Redemption Date, one-half of the remaining outstanding shares of Series A Preferred Stock then held by each holder on the first anniversary thereof and all of the remaining shares on the second anniversary thereof. On each such redemption date, the holders shall surrender the certificate or certificates for the shares to be redeemed duly endorsed for transfer or with duly executed stock transfer powers sufficient to permit transfer attached at the offices of the Corporation or of any transfer agent for the Series A Preferred Stock, or the holder shall notify the Corporation or any transfer agent that such certificates have been lost, stolen, or destroyed and execute a Certificate of Loss. The Corporation shall, as soon as practicable thereafter, issue and deliver to each holder a certificate or certificates for the balance of the shares not less than 30 nor more than 60 days prior being redeemed. The redemption price per share of Series A Preferred Stock shall be equal to $0.65 (as adjusted for any stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the date selected by the Company to redeem the Series D A Preferred Stock. The ) (the “Series A Redemption Price”) plus all dividends accrued and/or declared but unpaid on such share on the applicable redemption date. (c) Notice of any redemption pursuant to this Section 6 of this Article FOURTH shall be deemed to have been given when deposited in the United States mail, first-sent by first class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price each holder of record of the Common Series C Preferred Stock, Series B Preferred Stock following or Series A Preferred Stock, as applicable, not less than thirty days nor more than sixty days prior to the First Series C/Series B Redemption Date or First Series A Redemption Date, as applicable, at the address of such 30-day period. If fewer than all holder as it appears on the books of the shares of Corporation. Such notice shall set forth (i) the First Series D Preferred Stock are to be redeemedC/Series B Redemption Date or First Series A Redemption Date, as applicable, the dates of the second and third installments of such redemption, and the place of redemption; and (ii) the number of shares to be redeemed on each date of redemption and the redemption price calculated in accordance with Section 6(a) and Section 6(b) of this Article FOURTH, on each such date. The Corporation shall be selected by lot obligated to redeem the Series C Preferred Stock, Series B Preferred Stock or pro rata or Series A Preferred Stock, as applicable, on the dates and in some other equitable manner determined by the Board of Directors of amounts set forth in the Companynotice; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares holder of Series D C Preferred Stock, Series B Preferred Stock shall not have been paid or declared and set apart for payment for Series A Preferred Stock, as applicable, may convert any or all regular dividend payment dates to and including of the last dividend payment date shares owned by such holder into Common Stock in accordance with Section 4 of this Article FOURTH at any time prior to the date fixed for redemptionof redemption of such shares. The Corporation, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at if advised before the close of business on such the relevant redemption date by written notice from any holder of record date will of Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock to be entitled to receive redeemed, as applicable, shall credit against the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption number of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D C Preferred Stock, Series B Preferred Stock called for redemption or on Series A Preferred Stock required to be redeemed from such holder, as applicable, and shall not redeem, the number of shares of Common Series C Preferred Stock, Series B Preferred Stock issuable upon or Series A Preferred Stock, as applicable, which shall have been converted by such holder on or before such date and which shall not previously have been credited against any redemption. (d) On If, on or before a redemption date, the funds necessary for such redemption shall have been set aside by the Corporation and after deposited with a bank or trust company, in trust for the date fixed pro rata benefit of the holders of the Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock that has been called for redemption, provided then, notwithstanding that the Company has made available at the office of its registrar and transfer agent a sufficient number of any certificates for shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock that have been called for redemption (except thatshall not have been surrendered for cancellation, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and represented thereby shall no longer be deemed to be outstanding from and after such redemption date, and all rights of holders of such shares so called for redemption shall forthwith, after such redemption date, cease and terminate with respect to such shares, excepting only the right to receive the redemption funds therefor to which they are entitled. Any interest accrued on funds so deposited and unclaimed by stockholders entitled thereto shall be paid to such stockholders at the time their respective shares are redeemed or to the Corporation at the time unclaimed amounts are paid to it. In case the holders of shares of Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock, as applicable, which shall have been called for redemption shall not, within one year after the final redemption date, claim the amounts so deposited with respect to the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company shall be relieved of all responsibility in respect thereof to such holder and such holder shall look only to the Corporation for the payment thereof. Any funds so deposited with a bank or trust company which shall not be required for such redemption by reason of the exercise subsequent to the date of such deposit of the right of conversion of any shares or otherwise shall be returned to the Corporation forthwith. (e) If the funds of the Corporation legally available for redemption of shares of Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock, as applicable, on a redemption date are insufficient to redeem the total number of shares of Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock submitted for redemption, those funds which are legally available will be used to redeem the maximum possible number of whole shares among the holders of such shares, based ratably on the aggregate Series C Preferred Stock, Series B Redemption Price or Series A Redemption Price, as applicable which each such holder would be entitled to redeem on such redemption date. The shares of Series C Preferred Stock, Series B Preferred Stock or Series A Preferred Stock, as applicable, not redeemed shall remain outstanding and entitled to all rights and preferences provided herein. At any time thereafter when additional funds of the Corporation are legally available for the redemption of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of C Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D B Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D A Preferred Stock, butas applicable, in lieu thereofsuch funds will be used, at the Company will pay a cash adjustment based on the current market price end of the Common Stock on next succeeding fiscal quarter, to redeem the day prior to the redemption date. If fewer than all the shares represented by any balance of such certificate shares, or such portion thereof for which funds are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereofthen legally available. (f) Any In the event that funds are unavailable on the redemption date for any reason, then all unredeemed shares or cash set aside by the Company pursuant shall remain outstanding and entitled to subparagraph (e) all rights and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law preferences provided herein, and the limitation on purchases when dividends Corporation shall pay interest on the Series D Preferred Stock are C Redemption Price, Series B Redemption Price or Series A Redemption Price applicable to such unredeemed shares at the rate of eight percent (8%) per annum, with such interest to accrue daily in arrears; provided, however, that in no event shall such interest exceed the maximum permitted under applicable law (the “Maximum Permitted Rate”). In the event that fulfillment of any provision hereof results in such rate of interest being in excess of the Maximum Permitted Rate, the Company mayamount of interest required to be paid hereunder shall automatically be reduced to eliminate such excess; provided, at however, that any time subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable redemption date to the extent permitted by law. All interest accrued in accordance with this Section 6 shall be compounded annually and from time to time, purchase any shall be due and payable upon redemption of shares of the Series D Preferred Stock by tender or by private agreementin accordance with this Section 6.

Redemption. (a) The shares of Series D Except as set forth in Section 6(l) hereof, the Preferred Stock will Units may not be redeemable redeemed at the option of the Company in whole or in partPartnership, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock and will not be required to be redeemed (without regard to accumulated and unpaid dividendsor repurchased by the Partnership or the Previous General Partner except if a holder of a Preferred Unit effects a Redemption, as provided for in Section 6(b) as of hereof. The Partnership or the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Previous General Partner may purchase Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, Units from time to timetime in the open market, been satisfiedby tender or exchange offer, in privately negotiated purchases or otherwise. (b) On or after the first (1st) anniversary of becoming a holder of Preferred Units, a Qualifying Party shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem all or a portion of the Preferred Units held by such Qualifying Party (such Preferred Units being hereafter “Tendered Units”) in exchange (a “Redemption”) for Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the Partnership in its sole discretion. Any Redemption shall be exercised pursuant to a Notice of redemption Redemption delivered to the General Partner by the Qualifying Party when exercising the Redemption right (the "Redemption Notice"“Tendering Party”). (c) will be given by mail If the Partnership elects to redeem Tendered Units for Shares rather than cash, then the Partnership shall direct the Previous General Partner to issue and deliver such Shares to the holders Tendering Party pursuant to the terms set forth in this Section 6, in which case, (i) the Previous General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption right, and (ii) such transaction shall be treated, for Federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the Previous General Partner in exchange for Shares. If the Partnership elects to redeem any number of Tendered Units for Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Series D Preferred Stock not less than 30 nor more than 60 days prior Tendered Units to the date selected Previous General Partner in exchange for in the case of REIT Shares, a number of REIT Shares equal to the REIT Shares Amount for such number of the Tendered Units. The Tendering Party shall submit (i) such information, certification or affidavit as the Previous General Partner may reasonably require in connection with the application of the Ownership Limit and other restrictions and limitations of the Charter to any such acquisition and (ii) such written representations, investment letters, legal opinions or other instruments necessary, in the Previous General Partner’s view, to effect compliance with the Securities Act. The Shares shall be delivered by the Company Previous General Partner as duly authorized, validly issued, fully paid and accessible Shares, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter, the Bylaws of the Previous General Partner, the Securities Act and relevant state securities or “blue sky” laws. Neither any Tendering Party whose Tendered Units are acquired by the Previous General Partner pursuant to redeem this Section 6, any Partner, any Assignee nor any other interested Person shall have any right to require or cause the Series D Preferred StockPrevious General Partner or the General Partner to register, qualify or list any Shares owned or held by such Person, whether or not such Shares are issued pursuant to this Section 6, with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between the Previous General Partner and any such Person. The Redemption Notice Notwithstanding any delay in such delivery, the Tendering Party shall be deemed the owner of such Shares for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Redemption Date. Shares issued upon an acquisition of the Tendered Units by the Previous General Partner pursuant to this Section 6 may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Previous General Partner in good faith determines to be necessary or advisable in order to ensure compliance with such laws. (d) The Partnership shall have been no obligation to effect any redemption unless and until a Tendering Party has given when deposited in the United States mail, first-Partnership a Notice of Redemption. Each Notice of Redemption shall be sent by hand delivery or by first class mail, postage prepaid, whether to AIMCO Properties, L.P., c/o AIMCO-GP, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Investor Relations, or not to such notice is actually received. The Company's right other address as the Partnership shall specify in writing by delivery to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for Units in the preceding sentencesame manner as that set forth above for delivery of the Notice of Redemption. At any time prior to the Specified Redemption Date for any Redemption, no payment or allowance will be made for accumulated and unpaid dividends on any shares holder may revoke its Notice of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemptionRedemption. (de) On and A Tendering Party shall have no right to receive distributions with respect to any Tendered Units (other than the Cash Amount) paid after delivery of the Notice of Redemption, whether or not the record date fixed for redemption, provided that such distribution precedes or coincides with such delivery of the Company has made available at Notice of Redemption. If the office of its registrar and transfer agent a sufficient Partnership elects to redeem any number of shares Tendered Units for cash, the Cash Amount for such number of Common Stock and an amount of cash Tendered Units shall be delivered as a certified check payable to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except thatTendering Party or, in the case General Partner’s sole and absolute discretion, in immediately available funds. (f) In the event that the Partnership declines to cause the Previous General Partner to acquire all of the Tendered Units from the Tendering Party in exchange for Shares pursuant to this Section 6 following receipt of a redemption date after Notice of Redemption (a dividend payment record date and prior “Declination”): (1) The Previous General Partner or the General Partner shall give notice of such Declination to the related dividend payment date, holders of Series D Preferred Stock Tendering Party on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At or before the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemableCut-Off Date. (e2) Fractional shares of Common Stock are not The Partnership may elect to be issued upon redemption raise funds for the payment of the Series D Preferred StockCash Amount either (a) by requiring that the Previous General Partner contribute such funds from the proceeds of a registered public offering (a “Public Offering Funding”) by the Previous General Partner of a number of REIT Shares (“Registrable Shares”) equal to the REIT Shares Amount with respect to the Tendered Units or (b) from any other sources (including, but, in lieu thereofbut not limited to, the Company will pay a cash adjustment based on sale of any Property and the current market price incurrence of the Common Stock on the day prior additional Debt) available to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereofPartnership. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days notice to the Holders, [if applicable, insert — (a1) The shares of Series D Preferred Stock will be redeemable at on in any year commencing with the option year and ending with the year through operation of the Company in sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or after , ], as a whole or in part, for cash or for such number of shares of Common Stock as equals at the Liquidation Preference (defined hereinafter in paragraph (4)) election of the Series D Preferred Stock to be redeemed Company, at the following Redemption Prices (without regard to accumulated and unpaid dividends) expressed as percentages of the opening principal amount): if redeemed [if applicable insert — on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the date relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days notice to the Holders, (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption. In order redemption (whether through operation of the sinking fund or otherwise) with accrued interest to exercise its redemption optionthe Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Company must notify the holders Holders of such securities, or one or more Predecessor Securities, of record of its Series D Preferred Stock in writing (at the "Conditions Satisfaction Notice") prior to the opening close of business on the second trading day after relevant Record Date referred to on the conditions face hereof, all as provided in the preceding sentences haveIndenture.] [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable, insert — not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — in the inverse order in which they become due].] [If applicable, insert — The Securities are subject to redemption, as a whole at any time or in part from time to time, been satisfied. (b) Notice at the sole election of redemption (the "Redemption Notice") will be given by mail Company, upon not less than 35 or more than 75 days notice to the holders Trustee at a Redemption Price equal to $ .] [If applicable, insert — The Holder of this Security shall have the right to require the Company to pay this Security in full on , by giving the Company or the Registrar written notice of the Series D Preferred Stock exercise of such right not less than 30 nor or more than 60 days prior to such date.] [If the date selected by the Company Security is subject to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. insert — In the case event of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for this Security in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemedpart only, a new certificate shall Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued representing in the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares name of the Series D Preferred Stock by tender or by private agreementHolder hereof upon the cancellation hereof.] [If applicable, insert — This Security is not subject to redemption prior to maturity.]

Redemption. Section 8.01 Redemption of Units Following a Redemption of Founding/Working Partner Interests or REU Interest. (a) The shares Founding Partner Interests. Upon any redemption or purchase by Newmark Holdings of Series D Preferred Stock will be redeemable at the option any Founding Partner Interest pursuant to Section 12.03 or 12.04 of the Company in whole or in partNewmark Holdings Limited Partnership Agreement, for cash or for such Newmark Holdings shall cause the Partnership to redeem and purchase from Newmark Holdings a number of shares Units (and the associated Capital) equal to (A) the number of Common Stock as equals Newmark Holdings Units underlying the Liquidation Preference redeemed or purchased Founding Partner Interest, multiplied by (defined hereinafter in paragraph (4)B) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) Newmark Holdings Ratio as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") immediately prior to the opening redemption or purchase of business such Founding Partner Interest. The aggregate purchase price that the Partnership shall pay to Newmark Holdings in such redemption shall be an amount of cash equal to (x) the number of Units so redeemed multiplied by (y) the Current Market Price multiplied by (z) the Exchange Ratio; provided that, upon mutual agreement of the general partner of Newmark Holdings and the General Partner, the Partnership may, in lieu of cash, pay all or a portion of this amount in Publicly Traded Shares, valued at the average of the closing prices of such shares (as reported by the Nasdaq Global Select Market or any other national securities exchange or quotation system on which such shares are then listed or quoted) during the second trading 10-trading-day after the conditions in the period immediately preceding sentences haveeach payment (or by such other fair and reasonable pricing method as they may agree), from time to timeor other property, been satisfiedvalued at its then-fair market value, as determined by them. (b) Notice Working Partner Interests. Upon any redemption or purchase by Newmark Holdings of redemption (the "Redemption Notice") will be given by mail any Working Partner Interest pursuant to the holders Section 12.03 or 12.04 of the Series D Preferred Stock not less than 30 nor more than 60 days Newmark Holdings Limited Partnership Agreement, Newmark Holdings shall cause the Partnership to redeem and purchase from Newmark Holdings a number Units (and the associated Capital) equal to (A) the number of Newmark Holdings Units underlying the redeemed or purchased Working Partner Interest, multiplied by (B) the Newmark Holdings Ratio as of immediately prior to the date selected by the Company to redeem the Series D Preferred Stockredemption or purchase of such Working Partner Interest. The Redemption Notice aggregate purchase price that the Partnership shall pay to Newmark Holdings in such redemption shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash equal to effect the redemption, dividends will cease amount required by Newmark Holdings to accrue on the Series D Preferred Stock called for redemption (except redeem or purchase such Working Partner Interest; provided that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights upon mutual agreement of the holders general partner of Newmark Holdings and the General Partner, the Partnership may, in lieu of cash, pay all or a portion of this amount in Publicly Traded Shares, valued at the average of the closing prices of such shares of Series D Preferred Stock shall cease except (as reported by the right to receive the shares of Common Stock upon such redemption and Nasdaq Global Select Market or any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business other national securities exchange or quotation system on the redemption date upon surrender in accordance with such notice of the certificates representing any which such shares are then listed or quoted) during the 10-trading-day period immediately preceding each payment (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require by such other fair and the notice shall so statereasonable pricing method as they may agree), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will beother property valued at its then-fair market value, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemableas determined by them. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares of Series D Except as set forth in Section 6(l) hereof, the Preferred Stock will Units may not be redeemable redeemed at the option of the Company in whole or in partPartnership, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock and will not be required to be redeemed (without regard to accumulated and unpaid dividendsor repurchased by the Partnership or the Previous General Partner except if a holder of a Preferred Unit effects a Redemption, as provided for in Section 6(b) as of hereof. The Partnership or the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Previous General Partner may purchase Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, Units from time to timetime in the open market, been satisfiedby tender or exchange offer, in privately negotiated purchases or otherwise. (b) On or after the first (1st) anniversary of becoming a holder of Preferred Units, a Qualifying Party shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem all or a portion of the Preferred Units held by such Qualifying Party (such Preferred Units being hereafter “Tendered Units”) in exchange (a “Redemption”) for REIT Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the Partnership in its sole discretion. Any Redemption shall be exercised pursuant to a Notice of redemption Redemption delivered to the General Partner by the Qualifying Party when exercising the Redemption right (the "Redemption Notice"“Tendering Party”). (c) will be given by mail If the Partnership elects to redeem Tendered Units for REIT Shares rather than cash, then the Partnership shall direct the Previous General Partner to issue and deliver such REIT Shares to the holders Tendering Party pursuant to the terms set forth in this Section 6, in which case, (i) the Previous General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption right, and (ii) such transaction shall be treated, for Federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the Previous General Partner in exchange for REIT Shares. In making such election to cause the Previous General Partner to acquire Tendered Units, the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Tendering Parties over another nor discriminates against a group or class of Tendering Parties. If the Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Series D Preferred Stock not less than 30 nor more than 60 days prior Tendered Units to the date selected Previous General Partner in exchange for a number of REIT Shares equal to the REIT Shares Amount for such number of the Tendered Units. The Tendering Party shall submit (i) such information, certification or affidavit as the Previous General Partner may reasonably require in connection with the application of the Ownership Limit and other restrictions and limitations of the Charter to any such acquisition and (ii) such written representations, investment letters, legal opinions or other instruments necessary, in the Previous General Partner’s view, to effect compliance with the Securities Act. The REIT Shares shall be delivered by the Company Previous General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter, the Bylaws of the Previous General Partner, the Securities Act and relevant state securities or “blue sky” laws. Neither any Tendering Party whose Tendered Units are acquired by the Previous General Partner pursuant to redeem this Section 6, any Partner, any Assignee nor any other interested Person shall have any right to require or cause the Series D Preferred StockPrevious General Partner or the General Partner to register, qualify or list any REIT Shares owned or held by such Person, whether or not such REIT Shares are issued pursuant to this Section 6, with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between the Previous General Partner and any such Person. The Redemption Notice Notwithstanding any delay in such delivery, the Tendering Party shall be deemed the owner of such REIT Shares 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 Previous General Partner pursuant to this Section 6 may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Previous General Partner in good faith determines to be necessary or advisable in order to ensure compliance with such laws. (d) The Partnership shall have been no obligation to effect any redemption unless and until a Tendering Party has given when deposited in the United States mail, first-Partnership a Notice of Redemption. Each Notice of Redemption shall be sent by hand delivery or by first class mail, postage prepaid, to AIMCO Properties, L.P., c/o AIMCO-GP, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Investor Relations, or to such other address as the Partnership shall specify in writing by delivery to the holders of the Preferred Units in the same manner as that set forth above for delivery of the Notice of Redemption. At any time prior to the Specified Redemption Date for any Redemption, any holder may revoke its Notice of Redemption. (e) A Tendering Party shall have no right to receive distributions with respect to any Tendered Units (other than the Cash Amount) paid after delivery of the Notice of Redemption, whether or not the record date for such notice is actually receiveddistribution precedes or coincides with such delivery of the Notice of Redemption. The Company's right If the Partnership elects to exercise its redemption option will not redeem any number of Tendered Units for cash, the Cash Amount for such number of Tendered Units shall be affected by changes delivered as a certified check payable to the Tendering Party or, in the closing price of General Partner’s sole and absolute discretion, in immediately available funds. (f) In the Common Stock following such 30-day period. If fewer than event that the Partnership declines to cause the Previous General Partner to acquire all of the shares Tendered Units from the Tendering Party in exchange for REIT Shares pursuant to this Section 6 following receipt of Series D a Notice of Redemption (a “Declination”): (1) The Previous General Partner or the General Partner shall give notice of such Declination to the Tendering Party on or before the close of business on the Cut-Off Date. (2) The Partnership may elect to raise funds for the payment of the Cash Amount either (a) by requiring that the Previous General Partner contribute such funds from the proceeds of a registered public offering (a “Public Offering Funding”) by the Previous General Partner of a number of REIT Shares (“Registrable Shares”) equal to the REIT Shares Amount with respect to the Tendered Units or (b) from any other sources (including, but not limited to, the sale of any Property and the incurrence of additional Debt) available to the Partnership. (3) Promptly upon the General Partner’s receipt of the Notice of Redemption and the Previous General Partner or the General Partner giving notice of the Partnership’s Declination, the General Partner shall give notice (a “Single Funding Notice”) to all Qualifying Parties then holding Preferred Stock are Units and having Redemption rights pursuant to this Section 6 and require that all such Qualifying Parties elect whether or not to effect a Redemption of their Preferred Units to be redeemedfunded through such Public Offering Funding. In the event that any such Qualifying Party elects to effect such a Redemption, it shall give notice thereof and of the shares number of Preferred Units to be redeemed made subject thereon in writing to the General Partner within ten (10) Business Days after receipt of the Single Funding Notice, and such Qualifying Party shall be selected by lot or pro rata or in some other equitable manner determined by treated as a Tendering Party for all purposes of this Section 6. In the Board of Directors of event that a Qualifying Party does not so elect, it shall be deemed to have waived its right to effect a Redemption for the Companynext twelve months; provided, however, that the Company Previous General Partner shall not be required to effect acquire Preferred Units pursuant to this Section 6(f) more than twice within any twelve-month period. Any proceeds from a Public Offering Funding that are in excess of the redemption in any manner that results in additional fractional shares being outstandingCash Amount shall be for the sole benefit of the Previous General Partner and/or the General Partner. If full cumulative dividends on The General Partner and/or the outstanding shares Special Limited Partner shall make a Capital Contribution of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior such amounts to the date fixed Partnership for redemptionan additional General Partner Interest and/or Limited Partner Interest. Any such contribution shall entitle the General Partner and the Special Limited Partner, as the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptioncase may be, to an equitable Percentage Interest adjustment. (cg) On Notwithstanding the redemption dateprovisions of this Section 6, the Company must payPrevious General Partner shall not, under any circumstances, elect to acquire Tendered Units in cash, on each share of Series D Preferred Stock to exchange for REIT Shares if such exchange would be redeemed any accumulated and unpaid dividends through prohibited under the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemptionCharter. (dh) On Notwithstanding anything herein to the contrary, with respect to any Redemption pursuant to this Section 6: (1) All Preferred Units acquired by the Previous General Partner pursuant to this Section 6 hereof shall be contributed by the Previous General Partner to either or both of the General Partner and the Special Limited Partner in such proportions as the Previous General Partner, the General Partner and the Special Limited Partner shall determine. Any Preferred Units so contributed to the General Partner shall automatically, and without further action required, be converted into and deemed to be a General Partner Interest comprised of an equal number of Partnership Common Units. Any Preferred Units so contributed to the Special Limited Partner shall be converted into Partnership Common Units. (2) Subject to the Ownership Limit, no Tendering Party may effect a Redemption for less than five hundred (500) Preferred Units or, if such Tendering Party holds (as a Limited Partner or, economically, as an Assignee) less than five hundred (500) Preferred Units, all of the Preferred Units held by such Tendering Party. (3) No Tendering Party may (a) effect a Redemption more than once in any fiscal quarter of a Twelve-Month Period or (b) effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date fixed established by the Previous General Partner for redemptiona distribution to its shareholders of some or all of its portion of such Partnership distribution. (4) Notwithstanding anything herein to the contrary, provided with respect to any Redemption or acquisition of Tendered Units by the Previous General Partner pursuant to this Section 6, in the event that the Company has made available at Previous General Partner or the office General Partner gives notice to all Limited Partners (but excluding any Assignees) then owning Partnership Interests (a “Primary Offering Notice”) that the Previous General Partner desires to effect a primary offering of its registrar equity securities then, unless the Previous General Partner and transfer agent the General Partner otherwise consent, commencement of the actions denoted in Section 6(f) hereof as to a sufficient number Public Offering Funding with respect to any Notice of shares Redemption thereafter received, whether or not the Tendering Party is a Limited Partner, may be delayed until the earlier of Common Stock and an amount (a) the completion of cash the primary offering or (b) ninety (90) days following the giving of the Primary Offering Notice. (5) Without the Consent of the Previous General Partner, no Tendering Party may effect a Redemption within ninety (90) days following the closing of any prior Public Offering Funding. (6) The consummation of such Redemption shall be subject to effect the redemptionexpiration or termination of the applicable waiting period, dividends will cease if any, under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended. (7) The Tendering Party shall continue to accrue on the Series D Preferred Stock called for redemption own (except thatsubject, in the case of an Assignee, to the provision of Section 11.5 of the Agreement) all Preferred Units subject to any Redemption, and be treated as a redemption Limited Partner or an Assignee, as applicable, with respect to such Preferred Units for all purposes of the Agreement, until such Preferred Units are either paid for by the Partnership pursuant to this Section 6 or transferred to the Previous General Partner (or directly to the General Partner or Special Limited Partner) and paid for, by the issuance of the REIT Shares, pursuant to this Section 6 on the Specified Redemption Date. Until a Specified Redemption Date and an acquisition of the Tendered Units by the Previous General Partner pursuant to this Section 6, the Tendering Party shall have no rights as a shareholder of the Previous General Partner with respect to the REIT Shares issuable in connection with such acquisition. For purposes of determining compliance with the restrictions set forth in this Section 6(h), all Partnership Common Units and Partnership Preferred Units, including Preferred Units, beneficially owned by a Related Party of a Tendering Party shall be considered to be owned or held by such Tendering Party. (i) In connection with an exercise of Redemption rights pursuant to this Section 6, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares and any other classes or shares of the Previous General Partner by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after a dividend payment record date and giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess 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 or any other class of shares of the Previous General Partner prior to the related dividend payment date, holders closing of Series D Preferred Stock the Redemption on the dividend payment record date will Specified Redemption Date; and (3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares or any other class of shares of the Previous General Partner by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 6(i)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares or other shares of the Previous General Partner in violation of the Ownership Limit. (j) On or after the Specific Redemption Date, each holder of Preferred Units shall surrender to the Partnership the certificate evidencing such holder’s Preferred Units, at the address to which a Notice of Redemption is required to be entitled on sent. Upon such dividend payment date surrender of a certificate, the Partnership shall thereupon pay the former holder thereof the applicable Cash Amount and/or deliver REIT Shares for the Preferred Units evidenced thereby. From and after the Specific Redemption Date (i) distributions with respect to receive the dividend payable on such shares)Preferred Units shall cease to accumulate, such shares shall be cancelled and (ii) the Preferred Units shall no longer be deemed outstanding, (iii) the holders thereof shall cease to be outstanding Partners to the extent of their interest in such Preferred Units, and (iv) all rights whatsoever with respect to the Preferred Units shall terminate, except the right of the holders of such shares of Series D the Preferred Stock shall cease except the right Units to receive the shares of Common Stock upon such redemption and any cash payable upon such redemptionCash Amount and/or REIT Shares therefor, without interest from the date or any sum of such redemption. Such cancelled shares shall be restored to the status money in lieu of authorized but unissued shares of Preferred Stockinterest thereon, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the their certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemabletherefor. (ek) Fractional shares Notwithstanding the provisions of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereofthis Section 6, the Company will pay Tendering Parties (i) shall not be entitled to elect or effect a cash adjustment based on Redemption where the current market price Redemption would consist of the Common Stock on the day prior to the redemption date. If fewer less than all the shares represented Preferred Units held by Partners and, to the extent that the aggregate Percentage Interests of the Limited Partners would be reduced, as a result of the Redemption, to less than one percent (1%) and (ii) shall have no rights under the Agreement that would otherwise be prohibited under the Charter. To the extent that any such certificate are redeemedattempted Redemption would be in violation of this Section 6(k), a new certificate it shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) null and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.vo

Redemption. At any time after the later of (ai) The shares of Series D Preferred Stock will be redeemable at June 30, 2001 and (ii) the option of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated date upon which all principal and unpaid dividends) as of the opening of business interest on the date set for such redemption. In order $6,500,000.00 note payable to exercise its redemption optionDH Holdings Corp. and dated December 23, 1997, is paid in full, the Company must notify the holders of record of its Series D Preferred Stock in writing Corporation may redeem either (the "Conditions Satisfaction Notice"i) prior to the opening of business on the second trading day after the conditions in the preceding sentences haveall, from time to time, been satisfied. or (bii) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on single redemption or series of redemptions, an aggregate not exceeding 49% of, the outstanding shares of Series D A Preferred Stock at the redemption price per share, payable in cash, of $10,000.00 (the "Redemption Price"). Any shares of Series A Preferred which are outstanding at December 31, 2004, shall be redeemed by the Corporation at the Redemption Price. Notice of any proposed redemption of shares of Series A Preferred shall be made by means of certified mail return receipt requested, addressed to the holders identified in the records of the Corporation (the "Registered Holders") of the Series A Preferred to be redeemed, at their respective addresses then appearing on the books of the Corporation, not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemptionsuch redemption (herein referred to as the "Redemption Date"). Each such notice shall specify (i) the Redemption Date, (ii) the Corporation shall not call Redemption Price, (iii) the place for redemption any payment and for delivering the stock certificate(s) and transfer instruments(s) in order to collect the Redemption Price, (iv) the shares of Series D A Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through (v) the redemption date. In then effective Conversion Price (as defined below in Section 5(b)) and that the case right of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D A Preferred Stock being redeemed to exercise their conversion right shall terminate as to such shares at the close of business on such record date will the fifth business day prior to (and exclusive of) the Redemption Date. The Registered Holder of any shares of Series A Preferred redeemed upon any exercise of the Corporation's redemption right shall not be entitled to receive payment of the dividend payable on Redemption Price until such shares holder shall cause to be delivered to the place specified in the notice given with respect to such redemption (i) the certificate(s) representing such Series A Preferred and (ii) transfer instrument(s) satisfactory to the Corporation and sufficient to transfer such Series A Preferred to the Corporation free of any adverse interest. No interest shall accrue on the corresponding dividend payment date, notwithstanding the Redemption Price of any Series A Preferred after its Redemption Date. Any redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any less than all outstanding shares of Series D A Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed pro rata in proportion to be each Registered Holder's ownership percentage of all outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred StockA Preferred. At the close of business on the redemption date upon surrender Redemption Date for any Series A Preferred, such stock shall be deemed to cease to be outstanding and all rights of any person other than the Corporation in such stock shall be extinguished on the Redemption Date for such stock except for the right to receive the Redemption Price, without interest, for such stock in accordance with the provisions of this Section 4, subject to applicable escheat laws. In the event that any Series A Preferred shall, pursuant to Section 5, be converted into Common Stock, (i) the Corporation shall not have the right to redeem such notice stock and (ii) any funds which shall have been deposited for the payment of the certificates representing any Redemption Price for such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company stock shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior returned to the redemption date. If fewer than all the shares represented by any Corporation immediately after such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereofconversion. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares provisions of Series D Preferred Stock will be redeemable at the option Article 11 of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals Original Indenture will apply to the Liquidation Preference Designated Securities. The “Redemption Price” means: (defined hereinafter in paragraph (4)A) of the Series D Preferred Stock with respect to any Designated Securities to be redeemed other than pursuant to Section 11.8 of the Original Indenture or Section 2.12(b) of this Supplemental Indenture, an amount equal to the greater of: (without regard x) 100% of the principal amount of such Designated Securities to accumulated be redeemed plus accrued and unpaid dividendsinterest thereon to, but excluding, the Redemption Date (as defined below) of such Designated Securities and (y) as determined by the Independent Investment Banker, the sum of the opening present values of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders remaining scheduled payments of record principal thereof and interest thereon (exclusive of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior interest accrued thereon to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (bRedemption Date) Notice of redemption (the "Redemption Notice") will be given by mail discounted to the holders Redemption Date of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, firstDesignated Securities being redeemed on a semiannual basis (assuming a 360-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price day year consisting of the Common Stock following such twelve 30-day period. If fewer than all months) at the Treasury Rate plus 25 basis points for the Designated Securities being redeemed, plus accrued and unpaid interest on the principal amount of such Designated Securities (or any portion thereof) being redeemed to, but excluding, the Redemption Date of the shares of Series D Preferred Stock are Designated Securities (or any portion thereof) being redeemed; and (B) with respect to be redeemed, the shares any Designated Securities to be redeemed shall pursuant to Section 11.8 of the Original Indenture or Section 2.12(b) of this Supplemental Indenture, an amount equal to their principal amount, together with accrued and unpaid interest, if any, thereon to but excluding the Redemption Date. The “Redemption Date” of any Designated Securities to be selected by lot or pro rata or in some other equitable manner determined redeemed will be any Fixed Rate Business Day fixed by the Board Issuer for redemption of Directors such Designated Securities and specified in the applicable notice of redemption provided by the Issuer to the Trustee pursuant to Section 11.2 of the CompanyOriginal Indenture; provided, however, that the Company shall not be required to effect the redemption in Redemption Date of any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock Designated Securities to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior pursuant to the related payment date, the holders Section 11.8(a) of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares Original Indenture shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemablean Interest Payment Date. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The Series D Preferred Stock shall not be redeemable by the Corporation prior to the later of (i) the fifth anniversary of the Issue Date and (ii) the date on which the Corporation has redeemed indefeasibly or defeased in full its obligations in respect of its 12-1/2% Senior Notes due April 15, 2006 or defeased the covenants applicable thereto in accordance with their terms (the "Redemption Trigger Date"). On and after the Redemption Trigger Date, to the extent the Corporation shall have funds legally available for such payment, and subject to the rights of the holders pursuant to Section 8 hereof, the Corporation may redeem at its option shares of Series D Preferred Stock will be redeemable Stock, at the option of the Company any time in whole or from time to time in part, for cash or for such number of shares of Common Stock as equals at a redemption price per share equal to the Liquidation Preference (defined hereinafter in paragraph (4)) as of the date fixed for redemption, without interest; provided that the Corporation shall only be entitled to redeem shares of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as if shares of the opening of business Series C Preferred Stock are also redeemed on a proportional basis based on the date set for percentage of each series of shares outstanding at such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice Pursuant to the Series C Designation, to the extent the Corporation shall have funds legally available therefor, during the 180-day period commencing on the tenth anniversary of redemption (the "Redemption Notice") will be given by mail to Issue Date, the holders of the Series D C Preferred Stock not less than 30 nor more than 60 days prior shall have the right to cause the Corporation to redeem at any time in whole or from time to time in part outstanding shares of Series C Preferred Stock, if any, at a redemption price per share in cash equal to the date selected by Liquidation Preference (as set forth in the Company Series C Designation), without interest; provided that upon any such election the Corporation shall be required to redeem a proportional amount of the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares . (c) Shares of Series D Preferred Stock are to be which have been issued and reacquired by the Corporation in any manner, including shares purchased or redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors (upon compliance with any applicable provisions of the Companylaws of the State of Delaware) be retired and have the status of authorized and unissued shares of the class of Preferred Stock undesignated as to series and may be redesignated and reissued as part of any series of the Preferred Stock; provided, however, provided that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding no such issued and reacquired shares of Series D Preferred Stock shall not have been paid be reissued or declared sold as Series D Preferred Stock. (d) If the Corporation is unable or shall fail to discharge its obligation to redeem outstanding shares of Series C Preferred Stock and set apart for payment for all regular dividend payment dates Series D Preferred Stock pursuant to paragraph 6(b) (the "Mandatory Redemption Obligation"), the Mandatory Redemption Obligation shall be discharged as soon as the Corporation is able to discharge such Mandatory Redemption Obligation. If and including the last dividend payment date prior so long as any Mandatory Redemption Obligation with respect to the date fixed for redemptionSeries C Preferred Stock and Series D Preferred Stock shall not be fully discharged, the Corporation shall not call for redemption (i) directly or indirectly, redeem, purchase, or otherwise acquire any shares Parity Security or discharge any mandatory or optional redemption, sinking fund or other similar obligation in respect of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. any Parity Securities or (cii) On the redemption date, the Company must pay, declare or make any Junior Securities Distribution (as defined in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment dateC Designation), notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentenceor, no payment directly or allowance will be made for accumulated and unpaid dividends on indirectly, discharge any shares of Series D Preferred Stock called for redemption mandatory or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for optional redemption, provided that the Company has made available at the office sinking fund or other similar obligation in respect of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemableJunior Securities. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares of Series D Preferred Stock This Note matures on the Stated Maturity and will be redeemable at subject to redemption prior to maturity as described below. The Trust shall have the option right to put the principal amount of this Note for redemption prior to each [ ] of each year prior to the Stated Maturity in an aggregate principal amount sufficient to allow the Trust to pay to any or all of the holders of the Preferred Securities who have exercised their right to redeem the Preferred Securities and, if applicable, a pro rata portion of the 3 3 related Common Securities, an amount equal to the Early Redemption Value (as defined in the Prospectus Supplement described below) plus accrued and unpaid dividends on such Related Securities to but excluding the date of redemption. In addition, within 90 days following the occurrence and during the continuance of certain tax-related events (a "Tax Event") or events related to the Investment Company Act of 1940, as amended (an "Investment Company Event", and together with a Tax Event, a "Special Event"), the Bank shall have the right to redeem this Note in whole or in an amount sufficient to cause the discontinuance of such Special Event, in either case in cash, or, in the case of a Tax Event, to allow this Note to remain outstanding and to indemnify the Trust for any taxes payable by the Trust as a result of such Tax Event. In the event that the Bank shall redeem this Note in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) Trust will redeem a principal amount of the Series D Preferred Stock Securities and the related Common Securities equal to the principal amount of this Note so redeemed. If a Tax Event shall have occurred and be redeemed continuing and J.P. ▇▇▇▇▇▇ & ▇o. Incorporated (without regard "J.P. ▇▇▇▇▇▇") ▇hall have elected to accumulated direct the Bank to allow this Note to remain outstanding and unpaid dividends) provided that the Trust shall received indemnification by J.P. ▇▇▇▇▇▇ ▇▇▇ all taxes payable by the Trust as a result of such Tax Event, then the opening of business Trust may allow the Preferred Securities and the related Common Securities to remain outstanding. Notwithstanding the foregoing, if there is available to the Trust the opportunity to eliminate, within such 90-day period, the Special Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure, that has no adverse effect on the date set for such redemption. In order to exercise its redemption optionTrust, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences haveJ.P. ▇▇▇▇▇▇, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to ▇▇e Bank or the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to Securities, the date selected by Trust will pursue such measure in lieu of redemption; provided that the Company Bank shall have no right to redeem this Note while the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in Trust is pursuing any such ministerial action or reasonable measure unless the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock Special Event shall not have been paid or declared so eliminated by the 85th day following the occurrence thereof, in which case J.P. ▇▇▇▇▇▇ ▇▇▇ll be permitted to direct the Bank to provide, and set apart for payment for all regular dividend payment dates the Bank shall be permitted to and including the last dividend payment date prior so provide, notice to the date fixed for redemption, the Corporation shall not call for redemption any shares Trust of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption dateof this Note. The parties hereto agree that the terms Tax Event and Investment Company Event shall have the meanings assigned to such terms in the Prospectus Supplement dated [ ], 199[ ] (the Company must pay"Prospectus Supplement") relating to the Preferred Securities and filed with the Securities and Exchange Commission (the "SEC") to the Prospectus dated [ ], in cash, on each share 199[ ] and filed with the SEC (Registration Nos. 333-01121 and 333-01121-01) and that such definitions are hereby 4 4 incorporated herein by reference and made a part of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption datethis Note. In the case event of a redemption date falling after a dividend Market Disruption Event (as defined in the Prospectus Supplement and incorporated herein by reference), under certain circumstances, payment record date and prior of the Redemption Value (as defined in the Prospectus Supplement) to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock Preferred Securities could be delayed for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, butan indefinite period, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares which case no interest or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrearsSecurities will accrue or be payable thereon beyond the Stated Maturity. If such circumstances occur, the Company may, at any time Stated Maturity of this Note would be similarly delayed and from time to time, purchase any shares of no interest will be payable on this Note beyond the Series D Preferred Stock by tender or by private agreementStated Maturity.

Redemption. (a) The shares of Series D Except as set forth in Section 6(l) hereof, the Preferred Stock will Units may not be redeemable redeemed at the option of the Company in whole or in partPartnership, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock and will not be required to be redeemed (without regard to accumulated and unpaid dividendsor repurchased by the Partnership or the Previous General Partner except if a holder of a Preferred Unit effects a Redemption, as provided for in Section 6(b) as of hereof. The Partnership or the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Previous General Partner may purchase Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, Units from time to timetime in the open market, been satisfiedby tender or exchange offer, in privately negotiated purchases or otherwise. (b) On or after the first (1st) anniversary of becoming a holder of Preferred Units, a Qualifying Party shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem all or a portion of the Preferred Units held by such Qualifying Party (such Preferred Units being hereafter “Tendered Units”) in exchange (a “Redemption”) for REIT Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the Partnership in its sole discretion. Any Redemption shall be exercised pursuant to a Notice of redemption Redemption delivered to the General Partner by the Qualifying Party when exercising the Redemption right (the "Redemption Notice"“Tendering Party”). (c) will be given by mail If the Partnership elects to redeem Tendered Units for REIT Shares rather than cash, then the Partnership shall direct the Previous General Partner to issue and deliver such REIT Shares to the holders Tendering Party pursuant to the terms set forth in this Section 6, in which case, (i) the Previous General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption right, and (ii) such transaction shall be treated, for Federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the Previous General Partner in exchange for REIT Shares. In making such election to cause the Previous General Partner to acquire Tendered Units, the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Tendering Parties over another nor discriminates against a group or class of Tendering Parties. If the Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Series D Preferred Stock not less than 30 nor more than 60 days prior Tendered Units to the date selected Previous General Partner in exchange for a number of REIT Shares equal to the REIT Shares Amount for such number of the Tendered Units. The Tendering Party shall submit (i) such information, certification or affidavit as the Previous General Partner may reasonably require in connection with the application of the Ownership Limit and other restrictions and limitations of the Charter to any such acquisition and (ii) such written representations, investment letters, legal opinions or other instruments necessary, in the Previous General Partner’s view, to effect compliance with the Securities Act. The REIT Shares shall be delivered by the Company Previous General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter, the Bylaws of the Previous General Partner, the Securities Act and relevant state securities or “blue sky” laws. Neither any Tendering Party whose Tendered Units are acquired by the Previous General Partner pursuant to redeem this Section 6, any Partner, any Assignee nor any other interested Person shall have any right to require or cause the Series D Preferred StockPrevious General Partner or the General Partner to register, qualify or list any REIT Shares owned or held by such Person, whether or not such REIT Shares are issued pursuant to this Section 6, with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between the Previous General Partner and any such Person. The Redemption Notice Notwithstanding any delay in such delivery, the Tendering Party shall be deemed the owner of such REIT Shares 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 Previous General Partner pursuant to this Section 6 may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Previous General Partner in good faith determines to be necessary or advisable in order to ensure compliance with such laws. (d) The Partnership shall have been no obligation to effect any redemption unless and until a Tendering Party has given when deposited in the United States mail, first-Partnership a Notice of Redemption. Each Notice of Redemption shall be sent by hand delivery or by first class mail, postage prepaid, whether to Apartment Income REIT, L.P., c/o AIR-GP, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Investor Relations, or not to such notice is actually received. The Company's right other address as the Partnership shall specify in writing by delivery to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for Units in the preceding sentence, no payment or allowance will be made same manner as that set forth above for accumulated and unpaid dividends on delivery of the Notice of Redemption. At any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and time prior to the related dividend payment dateSpecified Redemption Date for any Redemption, holders any holder may revoke its Notice of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemableRedemption. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares of Series D Preferred Stock will be redeemable Company may, at the option of the Company its option, on any Interest Payment Date on or after July 15, 2025, redeem this Subordinated Note, in whole or in part, for cash without premium or for such number penalty, but in all cases in a principal amount of shares $1,000 and with integral multiples of Common Stock as equals the Liquidation Preference (defined hereinafter $1,000 in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemptionexcess thereof. In order to exercise its redemption optionaddition, the Company must notify may, at its option, redeem all but not a portion of the holders Subordinated Notes at any time upon the occurrence of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior a Tier 2 Capital Event, Tax Event or an Investment Company Event. Any redemption with respect to this Subordinated Note will be subject to the opening receipt of business on any required regulatory approvals (including from the second trading day after Federal Reserve Board, to the conditions in extent such approval is then required under the preceding sentences havecapital adequacy rules of the Federal Reserve Board). This Subordinated Note is not subject to redemption at the option of the Holder. The Redemption Price with respect to any redemption permitted under the Indenture will be equal to 100% of the principal amount of this Subordinated Note, from time or portion thereof, to timebe redeemed, been satisfiedplus accrued but unpaid interest and Additional Interest, if any, thereon to, but excluding, the Redemption Date. (b) Notice If all or any portion of redemption (the "Redemption Notice") will Subordinated Notes ceases to be given by mail deemed to be Tier 2 Capital, other than due to the holders limitation imposed on the capital treatment of subordinated debt during the five years immediately preceding the Stated Maturity of the Series D Preferred Stock not less than 30 nor more than 60 days prior Subordinated Notes, the Company will as promptly as reasonably practicable notify the Trustee and the Holders thereof, and thereafter, subject to the date selected terms of the Indenture, the Company and the Holders will work together in good faith, and the Company shall request the Trustee and the Holders to execute and deliver all agreements as reasonably necessary, in order to restructure the applicable portions of the obligations evidenced by the Company Subordinated Notes to qualify as Tier 2 Capital; provided, that nothing contained in this Section 5(b) shall limit the Company’s right to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed Subordinated Notes upon the occurrence of a Tier 2 Capital Event pursuant to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price this Section 5 (Redemption) of this Subordinated Note and Section 10.01(3) of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptionIndenture. (c) On If less than the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an then outstanding principal amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock this Subordinated Note is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, (i) a new certificate note shall be issued representing the unredeemed shares of Series D Preferred Stock portion without cost charge to the holder thereofHolder thereof and (ii) such redemption shall be effected on a pro rata basis as to the Holder, and if the Subordinated Notes are represented by Global Subordinated Notes held by the Depositary and such redemption is processed through the Depositary, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of the Depositary. In the event a pro rata redemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of the Depositary, the Subordinated Notes to be redeemed will be selected by lot or such method as the Trustee will deem fair and appropriate. (fd) Any shares or cash set aside by If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Company pursuant Redemption Date interest shall cease to subparagraph (e) and unclaimed at the end of three years from the date fixed accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall revert no longer be deemed outstanding and all rights with respect to the Company. such Subordinated Notes shall forthwith on such Redemption Date cease and terminate (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, unless the Company may, at any time and from time to time, purchase any shares shall default in the payment of the Series D Preferred Stock by tender or by private agreementRedemption Price), except only the right of the Holders thereof to receive the amount payable on such redemption, without interest.

Redemption. (a) The shares Subject to Section 2(e), at any time after the six-month anniversary of Series D Preferred Stock will be redeemable the Issue Date and prior to the expiration of the Warrants, upon notice to the Holders, the Company may redeem, at the option price of $0.01 per Warrant (the Company “Redemption Price”), up to such aggregate number of fully paid, validly issued and non-assessable Warrant Shares equal to the least of (i) the aggregate number of all remaining Warrant Shares available for purchase hereunder, (ii) the aggregate number of Warrant Shares then permitted to be issued to the Holder in compliance with Section 2(e) above, and (iii) the Holder’s Redemption Limitation (such lesser number of Warrant Shares, the “Maximum Redemption Share Amount”) as designated in the applicable Redemption Notice (as defined below) to be issued and delivered in accordance with Section 1(a) hereof (each, a “Redemption”). Redemption shall be permitted under this Section 6 provided that (i) no Equity Conditions Failure exists (unless waived, in whole or in part, for cash or for in writing by the Holder (and, if in part, only to the extent of the Warrant Shares applicable to such number partial waiver)); (ii) the VWAP of the shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business listed on the date set principal Trading Market has been at least $[●] per share (as adjusted for such redemption. In order to exercise its redemption optionshare splits, the Company must notify the holders of record of its Series D Preferred Stock in writing share dividends, recapitalizations and similar events) (the "Conditions Satisfaction Notice"“Redemption Trigger Price”), on each of twenty (20) consecutive Trading Days prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (b) Notice of redemption (the "Redemption Notice") will be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice Date; (iii) either (x) there is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on an effective registration statement covering the shares of Common Stock issuable upon such redemption. exercise of the Warrants, and a current prospectus relating thereto, available throughout the Redemption Period (ddefined below) On and after the date fixed for redemption, provided that or (y) the Company has made available at elected to require the office exercise of its registrar the Warrants via cashless exercise; and transfer agent a sufficient (iv) if and when the Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of shares of Common Stock upon exercise of the Warrants is (a) not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification or (b) would cause the Holder to exceed the Redemption Limitation (collectively, the “Redemption Conditions”). For the purposes of this Section 6, “Redemption Limitation” means that number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior equal to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of Holder’s Beneficial Ownership Limitation less the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption held by the Holder as of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereofRedemption Date. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares of Series D Preferred Stock will be redeemable Upon and at any time subsequent to the option third anniversary of the Company Original Issue Date (as defined in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4Section 6(d)(i) above)) of the Series D Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record at its option may redeem, out of its available cash or cash equivalents, any amount of the then outstanding and not previously converted (pursuant to Section 6) Series D E Preferred Stock in writing (issued on the "Conditions Satisfaction Notice") prior Original Issue Date, at a price per share equal to the opening Original Series E Issue Price, plus any declared, but unpaid dividends thereon upon notice provided in accordance with Section 7(b). Shares subject to redemption pursuant to this Section shall be redeemed from each holder of business Series E Preferred Stock on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfieda pro rata basis. (b) Notice At least thirty (30) days prior to the dates that the Company elects to redeem shares of redemption the Series E Preferred Stock pursuant to Section 7(a) (each a "Redemption Date," together the "Redemption Dates"), the Company shall send a notice (the "Redemption Notice") will be given by mail to the all holders of the outstanding Series D E Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not of such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemedeffected, specifying the number of shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined by the Board of Directors of the Company; provided, however, that the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemptionfrom such holder, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptionRedemption Date, the price per share to be paid (the "Redemption Price") and the place at which payment may be obtained. (c) On or prior to the redemption dateRedemption Date, the Company must pay, in cash, on each share shall deposit the Redemption Price of Series D Preferred Stock all shares to be redeemed any accumulated as of such date with a bank or trust company having aggregate capital and unpaid dividends through the redemption date. In the case surplus in excess of $50,000,000, as a redemption date falling after a dividend payment record date trust fund, with irrevocable instructions and prior authority to the related payment datebank or trust company to pay, upon receipt of notice from the Company that such holder has surrendered the Series E Preferred Stock share certificates in accordance with Section 7(d), the holders Redemption Price of the Series D Preferred Stock at shares to their respective holders. Any moneys deposited by the close of business on such record date will be entitled Company pursuant to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding this Section 7 for the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the thereafter converted into shares of Common Stock issuable pursuant to Section 6 hereof no later than the fifth (5th) day preceding the Redemption Date shall be returned to the Company forthwith upon such redemptionconversion. The balance of any funds deposited by the Company pursuant to this Section 7 remaining unclaimed at the expiration of one (1) year following such Redemption Date shall be returned to the Company promptly upon its written request. (d) On and after the date fixed for redemptionsuch Redemption Date, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number each holder of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D E Preferred Stock called for redemption (except that, to be redeemed shall surrender such holder's certificates representing such shares to the Company in the case manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed payable to be outstanding and all rights the order of the holders of person whose name appears on such shares of Series D Preferred Stock shall cease except certificate or certificates as the right to receive the shares of Common Stock upon such redemption owner thereof and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares each surrendered certificate shall be restored to canceled. In the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer event less than all the shares represented by any such certificate certificates are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after such Redemption Date, all rights of the holder of such redeemed shares as a holder of Series E Preferred Stock (except the right to receive the Redemption Price without interest upon surrender of their certificates) shall cease and terminate with respect to such shares. (e) In the event of a call for redemption of any shares of Series D E Preferred Stock, the Conversion Rights (as defined in Section 6) for such Series E Preferred Stock without cost shall terminate as to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed designated for redemption at the end close of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends business on the Series D Preferred Stock are fifth (5th) day preceding the Redemption Date, unless default is made in arrears, the Company may, at any time and from time to time, purchase any shares payment of the Series D Preferred Stock by tender or by private agreementRedemption Price.

Redemption. (a) The shares Subject to the Act, the Corporation may, within [•] days following the last day of Series D Preferred Stock will be redeemable at each Fiscal Quarter, redeem (a “Periodic Redemption Right”) the option whole or any part of the Company in whole or in part, outstanding First Preferred Shares on payment for cash or for each such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) of the Series D Preferred Stock share to be redeemed of C$[•]6 per share (without regard such amount, the “Redemption Amount”), together with an amount equal to accumulated all unpaid cumulative dividends, whether or not declared, which shall have accrued thereon and which for such purposes shall be treated as accruing up to, but excluding, the date of redemption (the Redemption Amount plus such unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing “Redemption Price”), provided that: (the "Conditions Satisfaction Notice"i) prior to the opening Stated Maturity, the maximum number of business First Preferred Shares that may be redeemed pursuant to the Periodic Redemption Right, on any date, will be equal to the second trading day after Available Cash generated during the conditions most recent Fiscal Quarter ended prior to the date of such redemption divided by the Redemption Price, rounded down to the nearest whole number (the “Maximum Number of Shares”); (ii) if a Periodic Redemption Right is exercised by the Corporation, the Corporation shall redeem the Maximum Number of Shares in respect of such Periodic Redemption Right; and (iii) if a Periodic Redemption Right is exercised by the preceding sentences haveCorporation and, from time given the applicable Maximum Number of Shares, less than all of the then outstanding First Preferred Shares are to timebe redeemed, been satisfiedthe First Preferred Shares so to be redeemed shall be redeemed pro rata, disregarding fractions, according to the number of First Preferred Shares held by each holder thereof. (b) Notice Within [• (•)] Business Days following the end of each Fiscal Quarter, the Corporation shall send in writing to each Person who, at such date, is a holder of First Preferred Shares (or any one of the Persons if there are joint holders of First Preferred Shares): (i) a statement of the Available Cash generated during such Fiscal Quarter (a “Statement of Available Cash”); and (ii) if the Corporation wishes to exercise its Periodic Redemption Right in respect of the Fiscal Quarter reflected in the Statement of Available Cash, a redemption notice (the "a “Periodic Redemption Notice"”) specifying the aggregate Redemption Price, the Maximum Number of Shares, such holder's pro rata portion of the Maximum Number of Shares, the date (which shall not be less than [• (•)] days and not more than [• (•)] days following the date of the Periodic Redemption Notice) on which redemption is to take place and the place and manner in which the holder shall surrender to the Corporation the certificate or certificates representing the First Preferred Shares to be redeemed, including the steps that a holder should take with respect to any uncertificated First Preferred Shares. (c) In addition to the Periodic Redemption Right, subject to the Act, the Corporation may, between the [• (•)] day and the [• (•)] day following the last day of each Fiscal Quarter, redeem (a “Discretionary Redemption Right”) the whole or any part of the outstanding First Preferred Shares (other than any First Preferred Shares in respect of which a Retraction Right has been validly exercised prior to the exercise of such Discretionary Redemption Right) on payment for each such share to be redeemed of the Redemption Price, provided that: (i) prior to the Stated Maturity, the maximum number of First Preferred Shares that may be redeemed pursuant to the Discretionary Redemption Right, on any date, will be given equal to that whole number of First Preferred Shares for which the full Redemption Price can be paid with the Discretionary Cash generated, plus the net cash proceeds received by mail to the holders Corporation from the issuance by the Corporation of Equity Securities, in each case during the Series D Preferred Stock not less than 30 nor more than 60 days most recent Fiscal Quarter ended prior to the date selected of such redemption; and (ii) if a Discretionary Redemption Right is exercised by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer Corporation and less than all of the shares of Series D then outstanding First Preferred Stock Shares are to be redeemed, the shares so to be redeemed shall be selected redeemed pro rata, disregarding fractions, according to the number of First Preferred Shares held by lot or pro rata or in some other equitable manner determined by each holder. (d) Unless the Board of Directors holders of the Company; provided, however, that the Company shall not First Preferred Shares to be required redeemed pursuant to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares a Discretionary Redemption Right have waived notice of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall give not call for redemption any shares less than [• (•)] days' notice in writing of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption dateby sending to each Person who, the Company must pay, in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stocknotice, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed is a holder of First Preferred Shares (or any one of the number Persons if there are joint holders of shares First Preferred Shares) a redemption notice (a “Discretionary Redemption Notice”) specifying the aggregate Redemption Price, such holder's pro rata portion of Common Stock for which such Series D the First Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not Shares to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereofredeemed, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer date (which shall not be less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. [• (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) •)] days and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.not more than [•

Redemption. (a) The shares of Except as provided in this section VI (a), neither the Holder nor the Company may demand that the Series D A Preferred Stock will be redeemable redeemed. Until all of the Series A Preferred Stock has been converted, in the event that the Company engages in a single transaction or a series of related transactions that cause it to (i) consolidate with or merge with or into any other Person, (ii) permit any other Person to consolidate with or merge into it, or (iii) undergo a Change in Control, then at the option of the Company in whole or in partexercisable by giving thirty (30) days written notice to the Holder, for cash or for such number of the Company may request that the Holder convert all shares of Series A Preferred Stock then held by the Holder into Common Stock as equals upon the Liquidation Preference terms and conditions set forth in this Certificate of Designation. If the Holder does not comply with such request, the Company may redeem all Series A Preferred Stock held by the Purchaser at their Stated Value (defined hereinafter in paragraph (4the "Redemption Price")) . The Company is not obligated to provide for redemption of the Series D A Preferred Stock to be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfiedthrough a sinking fund. (b) Notice Shares of Series A Preferred Stock which have been redeemed or converted shall be deemed retired pursuant to the DGCL and shall thereafter resume the status of authorized and unissued shares of Preferred Stock, undesignated as to series, and may be redesignated and reissued as part of any new series of Preferred Stock other than Series A Preferred Stock. (c) No redemption shall be made and no sum set aside for such redemption unless at the time thereof (i) all required mandatory redemption on Senior Security have been made in full and (ii) all optional redemptions of Senior Securities, if any, previously declared, have been made in full. No redemption shall be made and no sum set aside for such redemption at any time that the "Redemption Notice"terms or provisions of any indenture or agreement of the Company, including any agreement relating to indebtedness, specifically prohibits such redemption or setting aside or provides that such redemption or setting aside would constitute a breach or default thereunder (after notice or lapse of time or both), except with the written consent of the lender or other parties to said agreement as the case may be. (d) will If any redemption shall at any time be prohibited by the DGCL, the same shall be deferred until such time as the redemption can occur in full compliance with such statute. (e) In the event the Company shall redeem shares of Series A Preferred Stock notice of such redemption shall be given by mail to the holders of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-first class mail, postage prepaid, whether or by confirmed facsimile transmission, not such notice is actually received. The Company's right less than thirty (30) business days prior to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata or in some other equitable manner determined date fixed by the Board for redemption to each holder of Directors of Series A Preferred Stock at the address that appears on the Company's stock record books; provided, however, that no failure to provide such notice or any defect therein shall affect the validity of the redemption proceeding except as to the holder to whom the Company has failed to send such notice or whose notice was defective. Each notice shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. state (ci) On the redemption date, (ii) the Company must pay, in cash, on each share number of shares of Series D A Preferred Stock to be redeemed any accumulated redeemed, (iii) the Redemption Price; and unpaid dividends through (iv) the redemption date. In the case place of a redemption date falling after a dividend payment record date and prior to the related payment date, the holders of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided places where certificates for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On aforesaid then from and after the redemption date fixed (unless default shall be made by the Company in providing money for the payment of the Redemption Price of the shares called for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of ) said shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock thereof shall cease except (other than the right to receive the shares of Redemption Price or Common Stock upon such redemption and any cash payable upon such redemptionwith respect to converted Series A Preferred Stock). Upon surrender of the certificates for Series A Preferred Stock accompanied by appropriate stock powers, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of redeemed by the Company shall so require and at the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemable. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption dateRedemption Price. If In case fewer than all the shares represented by any such certificate certificates are redeemed, a new certificate representing the shares of Series A Preferred Stock not so redeemed shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereofwithout cost. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares provisions of Series D Preferred Stock will be redeemable at the option Article 11 of the Company in whole or in part, for cash or for such number of shares of Common Stock as equals Original Indenture will apply to the Liquidation Preference Designated Securities. The “Redemption Price” means: (defined hereinafter in paragraph (4)A) of the Series D Preferred Stock with respect to any Designated Securities to be redeemed other than pursuant to Section 11.8 of the Original Indenture or Section 2.12(b) of this Supplemental Indenture, an amount equal to the greater of: (without regard x) 100% of the principal amount of such Designated Securities to accumulated be redeemed plus accrued and unpaid dividendsinterest thereon to, but excluding, the Redemption Date (as defined below) of such Designated Securities and (y) as determined by the Independent Investment Banker, the sum of the opening present values of business on the date set for such redemption. In order to exercise its redemption option, the Company must notify the holders remaining scheduled payments of record principal thereof and interest thereon (exclusive of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior interest accrued thereon to the opening of business on the second trading day after the conditions in the preceding sentences have, from time to time, been satisfied. (bRedemption Date) Notice of redemption (the "Redemption Notice") will be given by mail discounted to the holders Redemption Date of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by the Company to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, firstDesignated Securities being redeemed on a semiannual basis (assuming a 360-class mail, postage prepaid, whether or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price day year consisting of the Common Stock following such twelve 30-day period. If fewer than all months) at the Treasury Rate plus 30 basis points for the Designated Securities being redeemed, plus accrued and unpaid interest on the principal amount of such Designated Securities (or any portion thereof) being redeemed to, but excluding, the Redemption Date of the shares of Series D Preferred Stock are Designated Securities (or any portion thereof) being redeemed; and (B) with respect to be redeemed, the shares any Designated Securities to be redeemed shall pursuant to Section 11.8 of the Original Indenture or Section 2.12(b) of this Supplemental Indenture, an amount equal to their principal amount, together with accrued and unpaid interest, if any, thereon to but excluding the Redemption Date. The “Redemption Date” of any Designated Securities to be selected by lot or pro rata or in some other equitable manner determined redeemed will be any Fixed Rate Business Day fixed by the Board Issuer for redemption of Directors such Designated Securities and specified in the applicable notice of redemption provided by the Issuer to the Trustee pursuant to Section 11.2 of the CompanyOriginal Indenture; provided, however, that the Company shall not be required to effect the redemption in Redemption Date of any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemption. (c) On the redemption date, the Company must pay, in cash, on each share of Series D Preferred Stock Designated Securities to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior pursuant to the related payment date, the holders Section 11.8(a) of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except as provided for in the preceding sentence, no payment or allowance will be made for accumulated and unpaid dividends on any shares of Series D Preferred Stock called for redemption or on the shares of Common Stock issuable upon such redemption. (d) On and after the date fixed for redemption, provided that the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such shares), such shares Original Indenture shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except the right to receive the shares of Common Stock upon such redemption and any cash payable upon such redemption, without interest from the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemablean Interest Payment Date. (e) Fractional shares of Common Stock are not to be issued upon redemption of the Series D Preferred Stock, but, in lieu thereof, the Company will pay a cash adjustment based on the current market price of the Common Stock on the day prior to the redemption date. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost to the holder thereof. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.

Redemption. (a) The shares of Series D Preferred Stock will Redemption Right provided to Non-Managing Members under Section 4.2(e)(1) shall not apply with respect to 2011 OPP Units or Class A Units into which they may be redeemable at the option converted pursuant to Section 4.6 of the Company Agreement until the later of (i) the date that is one year and six months after the Final Valuation Date and (ii) the date on which the applicable 2011 OPP Units are converted into Class A Units in whole or in part, for cash or for such number of shares of Common Stock as equals the Liquidation Preference (defined hereinafter in paragraph (4)) accordance with Section 4.6 of the Series D Preferred Stock to Agreement and Section 6 of this Exhibit F, after which date the Redemption Right shall be redeemed (without regard to accumulated and unpaid dividends) as of the opening of business available on the date terms and conditions set for such redemption. In order to exercise its redemption option, the Company must notify the holders of record of its Series D Preferred Stock in writing (the "Conditions Satisfaction Notice") prior to the opening of business on the second trading day after the conditions forth in the preceding sentences have, from time to time, been satisfiedAgreement. (b) Notice of redemption During the period beginning on the Final Valuation Date (as defined in the "Redemption Notice"applicable award agreement) will be given by mail to and ending on the holders Business Day immediately preceding the six month anniversary of the Series D Preferred Stock not less than 30 nor more than 60 days prior to the date selected by Final Valuation Date, the Company shall be entitled to redeem the Series D Preferred Stock. The Redemption Notice shall be deemed to have been given when deposited in the United States mail, first-class mail, postage prepaid, whether some or not such notice is actually received. The Company's right to exercise its redemption option will not be affected by changes in the closing price of the Common Stock following such 30-day period. If fewer than all of the shares of Series D Preferred Stock are to be redeemed, the shares to be redeemed shall be selected 2011 OPP Units held by lot any Holder (or pro rata or in some other equitable manner determined Class A Units into which they were converted by the Board of Directors Holder) at a redemption price per 2011 OPP Unit or Membership Unit, payable in cash, equal to the Common Share Price (as defined in the applicable award agreement) as of the Company; provided, however, that Final Valuation Date (as defined in the Company shall not be required to effect the redemption in any manner that results in additional fractional shares being outstanding. If full cumulative dividends on the outstanding shares of Series D Preferred Stock shall not have been paid or declared and set apart for payment for all regular dividend payment dates to and including the last dividend payment date prior to the date fixed for redemption, the Corporation shall not call for redemption any shares of Series D Preferred Stock unless all such shares then outstanding are called for simultaneous redemptionapplicable award agreement). (c) On From and after the redemption dateone year anniversary of the Final Valuation Date, for a period of six months, a Holder of 2011 OPP Units (or Class A Units into which they were converted by the Holder) shall have the right to cause the Company must payto redeem some or all of the 2011 OPP Units held by such Holder (or Class A Units into which they were converted by the Holder), at a redemption price per 2011 OPP Unit or Class A Unit, as the case may be, payable in cash, on each share of Series D Preferred Stock to be redeemed any accumulated and unpaid dividends through the redemption date. In the case of a redemption date falling after a dividend payment record date and prior equal to the related payment date, greater of (x) the holders Common Share Price (as defined in the applicable award agreement) as of the Series D Preferred Stock at the close of business on such record date will be entitled to receive the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares following such dividend payment record date. Except Final Valuation Date (as provided for defined in the preceding sentence, no payment or allowance will be made for accumulated applicable award agreement) and unpaid dividends on any shares (y) the Cash Amount (as defined in the applicable award agreement) determined as of Series D Preferred Stock called for redemption or on the shares date of Common Stock issuable upon such the notice of redemption. (d) On From and after the date fixed for redemption, provided that end of the Company has made available at the office of its registrar and transfer agent a sufficient number of shares of Common Stock and an amount of cash to effect the redemption, dividends will cease to accrue on the Series D Preferred Stock called for redemption (except that, period set forth in the case of a redemption date after a dividend payment record date and prior to the related dividend payment date, holders of Series D Preferred Stock on the dividend payment record date will be entitled on such dividend payment date to receive the dividend payable on such sharesSection 4(c), such shares a Holder of 2011 OPP Units shall be cancelled and shall no longer be deemed to be outstanding and all rights of the holders of such shares of Series D Preferred Stock shall cease except have the right to receive cause the shares Company to redeem some or all of Common Stock upon the 2011 OPP Units (or Class A Units into which they were converted by the Holder) held by such Holder at a redemption and any cash price per 2011 OPP Unit or Class A Unit, as applicable, payable upon such redemptionin cash, without interest from equal to the Cash Amount determined as of the date of such redemption. Such cancelled shares shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued but not as shares of Series D Preferred Stock. At the close of business on the redemption date upon surrender in accordance with such notice of the certificates representing any such shares (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), each holder of Series D Preferred Stock (unless the Company defaults in the delivery of the shares of Common Stock or cash) will be, without any further action, deemed a holder of the number of shares of Common Stock for which such Series D Preferred Stock is redeemableredemption. (e) Fractional shares The Company may exercise its redemption right under Section 4(b) above by sending a notice to each Holder of 2011 OPP Units (or Class A Units into which they were converted by the Holder) setting forth the redemption date, which shall be no less than five (5) Business Days after the date of such notice, and the number of 2011 OPP Units (or Class A Units into which they were converted by the Holder) being redeemed and the procedure to be followed by Holders of 2011 OPP Units or Class A Units that are being redeemed. The Holder may exercise its redemption right under Section 4(c) or 4(d) above by sending a notice to the Company setting forth the redemption date, which shall be no less than ten (10) Business Days after receipt of such notice by the Managing Member, and the number of 2011 OPP Units (or Class A Units into which they were converted by the Holder) to be redeemed. The Managing Member shall be entitled to acquire 2011 OPP Units (or Class A Units into which they were converted by the Holder) pursuant to any exercise by the Company or the Holder of the foregoing redemption rights (under Section 4.2(b) or Section 4.2(c) or 4(d) above) in exchange for issuance of a number of Common Stock are not to Shares, which will be issued upon redemption of the Series D Preferred Stockunder an Incentive Plan and be registered on a Form S-8, butwith an aggregate value, in lieu thereof, the Company will pay a cash adjustment based on the current market price Value of the Common Stock on Shares as of the day prior date of the redemption notice, equal to the applicable redemption date. If fewer than all price, provided that the shares represented by any such certificate are redeemedManaging Member has determined, a new certificate shall be issued representing the unredeemed shares of Series D Preferred Stock without cost in its sole discretion, that it is permitted to the holder thereofdo so under applicable stock exchange listing rules. (f) Any shares or cash set aside by the Company pursuant to subparagraph (e) and unclaimed at the end of three years from the date fixed for redemption shall revert to the Company. (g) Subject to applicable law and the limitation on purchases when dividends on the Series D Preferred Stock are in arrears, the Company may, at any time and from time to time, purchase any shares of the Series D Preferred Stock by tender or by private agreement.