Common use of The Rights Offering Clause in Contracts

The Rights Offering. PTR shall distribute as a dividend to each holder of record of PTR Common Shares, as of the close of business on the PTR Shareholders' Approval Record Date, rights to purchase PTR Common Shares entitling such holder to subscribe for and purchase PTR Common Shares during the period commencing on the date the PTR Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date). The issuance of such rights and the issuance of PTR Common Shares upon exercise of such rights shall be registered under the PTR Registration Statement and PTR shall use its best efforts to cause the rights to be tradeable on the Exchange on which the PTR Common Shares are listed. Each holder of PTR Common Shares shall receive one (1) right for every one (1) PTR Common Share held of record by such holder as of the PTR Shareholders' Approval Record Date. The exercise price per PTR Common Share for such rights shall be equal to the amount determined by the PTR Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an PTR Common Share is more than $27.1145, then the exercise price per PTR Common Share shall be $27.1145; and provided, further, that the exercise price per PTR Common Share shall in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of a PTR Common Share. PTR shall make available for issuance in the rights offering, up to a maximum number of PTR Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of PTR Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding PTR Common Shares owned by SCG on the PTR Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of PTR Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) PTR Common Share by paying the Fair Market Value and surrendering that number of rights (rounded down to the nearest whole right) equal to the amount determined by dividing the aggregate number of PTR Common Shares outstanding on the PTR Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. PTR shall not accept subscriptions pursuant to such rights unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated. Any PTR Common Shares that are not subscribed for by shareholders may be offered to other shareholders pursuant to an oversubscription privilege and, if not fully subscribed for by shareholders, may be sold to third parties. The REIT Manager shall, at its own expense, engage an affiliate of SCG to assist PTR in selling PTR Common Shares to third parties. Section 2. Exhibit I to the Merger Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A. Section 3. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Section 4. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. PTR shall distribute as a dividend to each holder of record of PTR Common Shares, as of the close of business on the PTR Shareholders' Approval Record Date, rights to purchase PTR Common Shares entitling such holder to subscribe for and purchase PTR Common Shares during the period commencing on the date the PTR Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date"). The issuance of such rights and the issuance of PTR Common Shares upon exercise of such rights shall be registered under the PTR Registration Statement and PTR shall use its best efforts to cause the rights to be tradeable on the Exchange on which the PTR Common Shares are listed. Each holder of PTR Common Shares shall receive one (1) right for every one (1) PTR Common Share held of record by such holder as of the PTR Shareholders' Approval Record Date. The exercise price per PTR Common Share for such rights shall be equal to the amount determined by the Fair Market Value of a PTR Board (or a duly authorized committee thereof)Common Share; provided, that in the event that the Fair Market Value of an PTR Common Share is more than $27.114527.11475, then the exercise price per PTR Common Share shall be $27.1145; and provided, further, that the exercise price per PTR Common Share shall in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of a PTR Common Share27.11475. PTR shall make available for issuance in the rights offering, up to a maximum number of PTR Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of PTR Common Shares issuable to SCG pursuant to Section 2.1 by (B) the percentage of all outstanding PTR Common Shares owned by SCG on the PTR Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of PTR Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) PTR Common Share by paying the Fair Market Value and surrendering that number of rights (rounded down to the nearest whole rightone-one hundredth (1/100th)) equal to the amount determined by dividing the aggregate number of PTR Common Shares outstanding on the PTR Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. PTR shall not accept subscriptions pursuant to such rights unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated. Any PTR Common Shares that are not subscribed for by shareholders may be offered to other shareholders pursuant to an oversubscription privilege and, if not fully subscribed for by shareholders, may be sold to third parties. The REIT Manager shall, at its own expense, engage an affiliate of SCG to assist PTR in selling PTR Common Shares to third parties. Section 2. Exhibit I to the Merger Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A. Section 3. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Section 4. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. PTR SCI shall distribute as a dividend to each holder of record of PTR SCI Common Shares, as of the close of business on the PTR SCI Shareholders' Approval Record Date, rights to purchase PTR SCI Common Shares entitling such holder to subscribe for and purchase PTR SCI Common Shares during the period commencing on the date the PTR SCI Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date"). The issuance of such rights and the issuance of PTR SCI Common Shares upon exercise of such rights shall be registered under the PTR SCI Registration Statement and PTR SCI shall use its best efforts to cause the rights to be tradeable on the Exchange on which the PTR SCI Common Shares are listed. Each holder of PTR SCI Common Shares shall receive one (1) right for every one (1) PTR SCI Common Share held of record by such holder as of the PTR SCI Shareholders' Approval Record Date. The exercise price per PTR SCI Common Share for such rights shall be equal to the amount determined by the PTR Board (or a duly authorized committee thereof)Fair Market Value of an SCI Common Share; provided, that in the event that the Fair Market Value of an PTR SCI Common Share is more than $27.114524.75, then the exercise price per PTR SCI Common Share shall be $27.1145; and provided, further, that the exercise price per PTR Common Share shall in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of a PTR Common Share24.75. PTR SCI shall make available for issuance in the rights offering, up to a maximum number of PTR SCI Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of PTR SCI Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding PTR SCI Common Shares owned by SCG on the PTR SCI Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of PTR SCI Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) PTR SCI Common Share by paying the Fair Market Value and surrendering that number of rights (rounded down to the nearest whole rightone-one hundredth (1/100th)) equal to the amount determined by dividing the aggregate number of PTR SCI Common Shares outstanding on the PTR SCI Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. PTR SCI shall not accept subscriptions pursuant to such rights unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated. Any PTR Common Shares that are not subscribed for by shareholders may be offered to other shareholders pursuant to an oversubscription privilege and, if not fully subscribed for by shareholders, may be sold to third parties. The REIT Manager shall, at its own expense, engage an affiliate of SCG to assist PTR in selling PTR Common Shares to third parties. Section 2. Exhibit I to the Merger Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A. Section 3. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Section 4. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. PTR ATLANTIC shall distribute as a dividend to each holder of record of PTR ATLANTIC Common Shares, as of the close of business on the PTR ATLANTIC Shareholders' Approval Record Date, rights to purchase PTR ATLANTIC Common Shares entitling such holder to subscribe for and purchase PTR ATLANTIC Common Shares during the period commencing on the date the PTR ATLANTIC Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date"). The issuance of such rights and the issuance of PTR ATLANTIC Common Shares upon exercise of such rights shall be registered under the PTR ATLANTIC Registration Statement and PTR ATLANTIC shall use its best efforts to cause the rights to be tradeable on the Exchange on which the PTR ATLANTIC Common Shares are listed. Each holder of PTR ATLANTIC Common Shares shall receive one (1) right for every one (1) PTR ATLANTIC Common Share held of record by such holder as of the PTR ATLANTIC Shareholders' Approval Record Date. The exercise price per PTR ATLANTIC Common Share for such rights shall be equal to the amount determined by the PTR ATLANTIC Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an PTR ATLANTIC Common Share is more than $27.114525.8633, then the exercise price per PTR ATLANTIC Common Share shall be $27.114525.8633; and provided, further, that the exercise price per PTR ATLANTIC Common Share shall in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of a PTR an ATLANTIC Common Share. PTR ATLANTIC shall make available for issuance in the rights offering, up to a maximum number of PTR ATLANTIC Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of PTR ATLANTIC Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding PTR ATLANTIC Common Shares owned by SCG on the PTR ATLANTIC Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of PTR ATLANTIC Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) PTR ATLANTIC Common Share by paying the Fair Market Value exercise price as determined above and surrendering that number of rights (rounded down to the nearest whole right) equal to the amount determined by dividing the aggregate number of PTR ATLANTIC Common Shares outstanding on the PTR ATLANTIC Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. PTR shall not accept subscriptions pursuant to such rights unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated. Any PTR ATLANTIC Common Shares that are not subscribed for by shareholders may be offered to other shareholders pursuant to an oversubscription privilege and, if not fully subscribed for by shareholders, may be sold to third parties. The REIT Manager shall, at its own expense, engage an affiliate of SCG to assist PTR ATLANTIC in selling PTR ATLANTIC Common Shares to third parties. Section 2. Exhibit I to the Merger Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A. Section 3. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Section 43. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. PTR ATLANTIC shall distribute as a dividend to each holder of record of PTR ATLANTIC Common Shares, as of the close of business on the PTR ATLANTIC Shareholders' Approval Record Date, rights to purchase PTR ATLANTIC Common Shares entitling such holder to subscribe for and purchase PTR ATLANTIC Common Shares during the period commencing on the date the PTR ATLANTIC Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date"). The issuance of such rights and the issuance of PTR ATLANTIC Common Shares upon exercise of such rights shall be registered under the PTR ATLANTIC Registration Statement and PTR ATLANTIC shall use its best efforts to cause the rights to be tradeable on the Exchange on which the PTR ATLANTIC Common Shares are listed. Each holder of PTR ATLANTIC Common Shares shall receive one (1) right for every one (1) PTR ATLANTIC Common Share held of record by such holder as of the PTR ATLANTIC Shareholders' Approval Record Date. The exercise price per PTR ATLANTIC Common Share for such rights shall be equal to the amount determined by the PTR Board (or a duly authorized committee thereof)Fair Market Value of an ATLANTIC Common Share; provided, that in the event that the Fair Market Value of an PTR ATLANTIC Common Share is more than $27.114525.8633, then the exercise price per PTR ATLANTIC Common Share shall be $27.1145; and provided, further, that the exercise price per PTR Common Share shall in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of a PTR Common Share25.8633. PTR ATLANTIC shall make available for issuance in the rights offering, up to a maximum number of PTR ATLANTIC Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of PTR ATLANTIC Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding PTR ATLANTIC Common Shares owned by SCG on the PTR ATLANTIC Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of PTR ATLANTIC Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) PTR ATLANTIC Common Share by paying the Fair Market Value and surrendering that number of rights (rounded down to the nearest whole rightone- one hundredth (1/100th)) equal to the amount determined by dividing the aggregate number of PTR ATLANTIC Common Shares outstanding on the PTR ATLANTIC Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. PTR ATLANTIC shall not accept subscriptions pursuant to such rights unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated. Any PTR Common Shares that are not subscribed for by shareholders may be offered to other shareholders pursuant to an oversubscription privilege and, if not fully subscribed for by shareholders, may be sold to third parties. The REIT Manager shall, at its own expense, engage an affiliate of SCG to assist PTR in selling PTR Common Shares to third parties. Section 2. Exhibit I to the Merger Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A. Section 3. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Section 4. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. PTR SCI shall distribute as a dividend to each holder of record of PTR SCI Common Shares, as of the close of business on the PTR SCI Shareholders' Approval Record Date, rights to purchase PTR SCI Common Shares entitling such holder to subscribe for and purchase PTR SCI Common Shares during the period commencing on the date the PTR SCI Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date). The issuance of such rights and the issuance of PTR SCI Common Shares upon exercise of such rights shall be registered under the PTR SCI Registration Statement and PTR SCI shall use its best efforts to cause the rights to be tradeable on the Exchange on which the PTR SCI Common Shares are listed. Each holder of PTR SCI Common Shares shall receive one (1) right for every one (1) PTR SCI Common Share held of record by such holder as of the PTR SCI Shareholders' Approval Record Date. The exercise price per PTR SCI Common Share for such rights shall be equal to the amount determined by the PTR SCI Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an PTR SCI Common Share is more than $27.114524.75, then the exercise price per PTR SCI Common Share shall be $27.114524.75; and provided, further, that the exercise price per PTR SCI Common Share shall in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of a PTR an SCI Common Share. PTR SCI shall make available for issuance in the rights offering, up to a maximum number of PTR SCI Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of PTR SCI Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding PTR SCI Common Shares owned by SCG on the PTR SCI Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of PTR SCI Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) PTR SCI Common Share by paying the Fair Market Value exercise price as determined above and surrendering that number of rights (rounded down to the nearest whole right) equal to the amount determined by dividing the aggregate number of PTR SCI Common Shares outstanding on the PTR SCI Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. PTR shall not accept subscriptions pursuant to such rights unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated. Any PTR SCI Common Shares that are not subscribed for by shareholders may be offered to other shareholders pursuant to an oversubscription privilege and, if not fully subscribed for by shareholders, may be sold to third parties. The REIT Manager shall, at its own expense, engage an affiliate of SCG to assist PTR SCI in selling PTR SCI Common Shares to third parties. Section 2. Exhibit I to the Merger Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A. Section 3. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Section 43. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. PTR shall distribute as a dividend to each holder of record of PTR Common Shares, as of the close of business on the PTR Shareholders' Approval Record Date, rights to purchase PTR Common Shares entitling such holder to subscribe for and purchase PTR Common Shares during the period commencing on the date the PTR Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date"). The issuance of such rights and the issuance of PTR Common Shares upon exercise of such rights shall be registered under the PTR Registration Statement and PTR shall use its best efforts to cause the rights to be tradeable on the Exchange on which the PTR Common Shares are listed. Each holder of PTR Common Shares shall receive one (1) right for every one (1) PTR Common Share held of record by such holder as of the PTR Shareholders' Approval Record Date. The exercise price per PTR Common Share for such rights shall be equal to the amount determined by the PTR Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an -------- PTR Common Share is more than $27.114527.11475, then the exercise price per PTR Common Share shall be $27.114527.11475; and provided, further, that the exercise price per PTR Common Share shall -------- ------- in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of a PTR Common Share. PTR shall make available for issuance in the rights offering, up to a maximum number of PTR Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of PTR Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding PTR ----------- Common Shares owned by SCG on the PTR Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of PTR Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled ----------- to acquire one (1) PTR Common Share by paying the Fair Market Value exercise price as determined above and surrendering that number of rights (rounded down to the nearest whole right) equal to the amount determined by dividing the aggregate number of PTR Common Shares outstanding on the PTR Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not ----------- purchase or otherwise acquire any rights. PTR shall not accept subscriptions pursuant to such rights unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated. Any PTR Common Shares that are not subscribed for by shareholders may be offered to other shareholders pursuant to an oversubscription over subscription privilege and, if not fully subscribed for by shareholders, may be sold to third parties. The REIT Manager shall, at its own expense, engage an affiliate of SCG to assist PTR in selling PTR Common Shares to third parties. Section 2. Exhibit I to the Merger Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A. Section 3. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Section 43. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. PTR SCI shall distribute as a dividend to each holder of record of PTR SCI Common Shares, as of the close of business on the PTR SCI Shareholders' Approval Record Date, rights to purchase PTR SCI Common Shares entitling such holder to subscribe for and purchase PTR SCI Common Shares during the period commencing on the date the PTR SCI Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date). The issuance of such rights and the issuance of PTR SCI Common Shares upon exercise of such rights shall be registered under the PTR SCI Registration Statement and PTR SCI shall use its best efforts to cause the rights to be tradeable on the Exchange on which the PTR SCI Common Shares are listed. Each holder of PTR SCI Common Shares shall receive one (1) right for every one (1) PTR SCI Common Share held of record by such holder as of the PTR SCI Shareholders' Approval Record Date. The exercise price per PTR SCI Common Share for such rights shall be equal to the amount determined by the PTR SCI Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an PTR SCI Common Share is more than $27.114524.75, then the exercise price per PTR SCI Common Share shall be $27.114524.75; and provided, further, that the exercise price per PTR SCI Common Share shall in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of a PTR an SCI Common Share. PTR SCI shall make available for issuance in the rights offering, up to a maximum number of PTR SCI Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of PTR SCI Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding PTR SCI Common Shares owned by SCG on the PTR SCI Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of PTR SCI Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) PTR SCI Common Share by paying the Fair Market Value and surrendering that number of rights (rounded down to the nearest whole right) equal to the amount determined by dividing the aggregate number of PTR SCI Common Shares outstanding on the PTR SCI Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. PTR SCI shall not accept subscriptions pursuant to such rights unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated. Any PTR SCI Common Shares that are not subscribed for by shareholders may be offered to other shareholders pursuant to an oversubscription privilege and, if not fully subscribed for by shareholders, may be sold to third parties. The REIT Manager shall, at its own expense, engage an affiliate of SCG to assist PTR SCI in selling PTR SCI Common Shares to third parties. Section 2. Exhibit I to the Merger Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A. Section 3. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Section 4. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. PTR ATLANTIC shall distribute as a dividend to each holder of record of PTR ATLANTIC Common Shares, as of the close of business on the PTR ATLANTIC Shareholders' Approval Record Date, rights to purchase PTR ATLANTIC Common Shares entitling such holder to subscribe for and purchase PTR ATLANTIC Common Shares during the period commencing on the date the PTR ATLANTIC Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date). The issuance of such rights and the issuance of PTR ATLANTIC Common Shares upon exercise of such rights shall be registered under the PTR ATLANTIC Registration Statement and PTR ATLANTIC shall use its best efforts to cause the rights to be tradeable on the Exchange on which the PTR ATLANTIC Common Shares are listed. Each holder of PTR ATLANTIC Common Shares shall receive one (1) right for every one (1) PTR ATLANTIC Common Share held of record by such holder as of the PTR ATLANTIC Shareholders' Approval Record Date. The exercise price per PTR ATLANTIC Common Share for such rights shall be equal to the amount determined by the PTR ATLANTIC Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an PTR ATLANTIC Common Share is more than $27.114525.8633, then the exercise price per PTR ATLANTIC Common Share shall be $27.114525.8633; and provided, further, that the exercise price per PTR ATLANTIC Common Share shall in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of a PTR an ATLANTIC Common Share. PTR ATLANTIC shall make available for issuance in the rights offering, up to a maximum number of PTR ATLANTIC Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of PTR ATLANTIC Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding PTR ATLANTIC Common Shares owned by SCG on the PTR ATLANTIC Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of PTR ATLANTIC Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) PTR ATLANTIC Common Share by paying the Fair Market Value and surrendering that number of rights (rounded down to the nearest whole right) equal to the amount determined by dividing the aggregate number of PTR ATLANTIC Common Shares outstanding on the PTR ATLANTIC Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. PTR ATLANTIC shall not accept subscriptions pursuant to such rights unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated. Any PTR ATLANTIC Common Shares that are not subscribed for by shareholders may be offered to other shareholders pursuant to an oversubscription privilege and, if not fully subscribed for by shareholders, may be sold to third parties. The REIT Manager shall, at its own expense, engage an affiliate of SCG to assist PTR ATLANTIC in selling PTR ATLANTIC Common Shares to third parties. Section 2. Exhibit I to the Merger Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A. Section 3. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Section 4. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *