Common use of The Rights Offering Clause in Contracts

The Rights Offering. ATLANTIC shall distribute as a dividend to each holder of record of ATLANTIC Common Shares, as of the close of business on the ATLANTIC Shareholders' Approval Record Date, rights to purchase ATLANTIC Common Shares entitling such holder to subscribe for and purchase ATLANTIC Common Shares during the period commencing on the date the 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 ATLANTIC Common Shares upon exercise of such rights shall be registered under the ATLANTIC Registration Statement and ATLANTIC shall use its best efforts to cause the rights to be tradeable on the Exchange on which the ATLANTIC Common Shares are listed. Each holder of ATLANTIC Common Shares shall receive one (1) right for every one (1) ATLANTIC Common Share held of record by such holder as of the ATLANTIC Shareholders' Approval Record Date. The exercise price per ATLANTIC Common Share for such rights shall be equal to the amount determined by the ATLANTIC Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an ATLANTIC Common Share is more than $25.8633, then the exercise price per ATLANTIC Common Share shall be $25.8633; and provided, further, that the exercise price per 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 an ATLANTIC Common Share. ATLANTIC shall make available for issuance in the rights offering, up to a maximum number of ATLANTIC Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of ATLANTIC Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding ATLANTIC Common Shares owned by SCG on the ATLANTIC Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of ATLANTIC Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) ATLANTIC Common Share by paying the 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 ATLANTIC Common Shares outstanding on the 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. Any 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 ATLANTIC in selling ATLANTIC Common Shares to third parties. Section 2. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Section 3. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. ATLANTIC PTR shall distribute as a dividend to each holder of record of ATLANTIC PTR Common Shares, as of the close of business on the ATLANTIC PTR Shareholders' Approval Record Date, rights to purchase ATLANTIC PTR Common Shares entitling such holder to subscribe for and purchase ATLANTIC PTR Common Shares during the period commencing on the date the ATLANTIC 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 ATLANTIC PTR Common Shares upon exercise of such rights shall be registered under the ATLANTIC PTR Registration Statement and ATLANTIC PTR shall use its best efforts to cause the rights to be tradeable on the Exchange on which the ATLANTIC PTR Common Shares are listed. Each holder of ATLANTIC PTR Common Shares shall receive one (1) right for every one (1) ATLANTIC PTR Common Share held of record by such holder as of the ATLANTIC PTR Shareholders' Approval Record Date. The exercise price per ATLANTIC PTR Common Share for such rights shall be equal to the amount determined by the ATLANTIC PTR Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an ATLANTIC -------- PTR Common Share is more than $25.863327.11475, then the exercise price per ATLANTIC PTR Common Share shall be $25.863327.11475; and provided, further, that the exercise price per ATLANTIC 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 an ATLANTIC a PTR Common Share. ATLANTIC PTR shall make available for issuance in the rights offering, up to a maximum number of ATLANTIC PTR Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of ATLANTIC PTR Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding ATLANTIC PTR ----------- Common Shares owned by SCG on the ATLANTIC PTR Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of ATLANTIC PTR Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled ----------- to acquire one (1) ATLANTIC PTR Common Share by paying the 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 ATLANTIC PTR Common Shares outstanding on the ATLANTIC 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. Any ATLANTIC 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 ATLANTIC PTR in selling ATLANTIC PTR Common Shares to third parties. Section 2. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Section 3. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. ATLANTIC SCI shall distribute as a dividend to each holder of record of ATLANTIC SCI Common Shares, as of the close of business on the ATLANTIC SCI Shareholders' Approval Record Date, rights to purchase ATLANTIC SCI Common Shares entitling such holder to subscribe for and purchase ATLANTIC SCI Common Shares during the period commencing on the date the ATLANTIC 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 ATLANTIC SCI Common Shares upon exercise of such rights shall be registered under the ATLANTIC SCI Registration Statement and ATLANTIC SCI shall use its best efforts to cause the rights to be tradeable on the Exchange on which the ATLANTIC SCI Common Shares are listed. Each holder of ATLANTIC SCI Common Shares shall receive one (1) right for every one (1) ATLANTIC SCI Common Share held of record by such holder as of the ATLANTIC SCI Shareholders' Approval Record Date. The exercise price per ATLANTIC SCI Common Share for such rights shall be equal to the amount determined by the ATLANTIC 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 ATLANTIC SCI Common Share is more than $25.863324.75, then the exercise price per ATLANTIC SCI Common Share shall be $25.8633; and provided, further, that the exercise price per 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 an ATLANTIC Common Share24.75. ATLANTIC SCI shall make available for issuance in the rights offering, up to a maximum number of ATLANTIC SCI Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of ATLANTIC SCI Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding ATLANTIC SCI Common Shares owned by SCG on the ATLANTIC SCI Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of ATLANTIC SCI Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) ATLANTIC SCI Common Share by paying the exercise price as determined above 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 ATLANTIC SCI Common Shares outstanding on the ATLANTIC 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. Any ATLANTIC Common Shares that are SCI shall not subscribed for by shareholders may be offered to other shareholders accept subscriptions 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 such rights unless and until all of SCG to assist ATLANTIC the conditions set forth in selling ATLANTIC Common Shares to third partiesthis Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated. Section 2. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Section 3. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. ATLANTIC SCI shall distribute as a dividend to each holder of record of ATLANTIC SCI Common Shares, as of the close of business on the ATLANTIC SCI Shareholders' Approval Record Date, rights to purchase ATLANTIC SCI Common Shares entitling such holder to subscribe for and purchase ATLANTIC SCI Common Shares during the period commencing on the date the ATLANTIC 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 ATLANTIC SCI Common Shares upon exercise of such rights shall be registered under the ATLANTIC SCI Registration Statement and ATLANTIC SCI shall use its best efforts to cause the rights to be tradeable on the Exchange on which the ATLANTIC SCI Common Shares are listed. Each holder of ATLANTIC SCI Common Shares shall receive one (1) right for every one (1) ATLANTIC SCI Common Share held of record by such holder as of the ATLANTIC SCI Shareholders' Approval Record Date. The exercise price per ATLANTIC SCI Common Share for such rights shall be equal to the amount determined by the ATLANTIC SCI Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an ATLANTIC SCI Common Share is more than $25.863324.75, then the exercise price per ATLANTIC SCI Common Share shall be $25.863324.75; and provided, further, that the exercise price per ATLANTIC 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 an ATLANTIC SCI Common Share. ATLANTIC SCI shall make available for issuance in the rights offering, up to a maximum number of ATLANTIC SCI Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of ATLANTIC SCI Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding ATLANTIC SCI Common Shares owned by SCG on the ATLANTIC SCI Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of ATLANTIC SCI Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) ATLANTIC SCI Common Share by paying the 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 ATLANTIC SCI Common Shares outstanding on the ATLANTIC 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. Any ATLANTIC 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 ATLANTIC SCI in selling ATLANTIC SCI Common Shares to third parties. Section 2. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Section 3. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. ATLANTIC SCI shall distribute as a dividend to each holder of record of ATLANTIC SCI Common Shares, as of the close of business on the ATLANTIC SCI Shareholders' Approval Record Date, rights to purchase ATLANTIC SCI Common Shares entitling such holder to subscribe for and purchase ATLANTIC SCI Common Shares during the period commencing on the date the ATLANTIC 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 ATLANTIC SCI Common Shares upon exercise of such rights shall be registered under the ATLANTIC SCI Registration Statement and ATLANTIC SCI shall use its best efforts to cause the rights to be tradeable on the Exchange on which the ATLANTIC SCI Common Shares are listed. Each holder of ATLANTIC SCI Common Shares shall receive one (1) right for every one (1) ATLANTIC SCI Common Share held of record by such holder as of the ATLANTIC SCI Shareholders' Approval Record Date. The exercise price per ATLANTIC SCI Common Share for such rights shall be equal to the amount determined by the ATLANTIC SCI Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an ATLANTIC SCI Common Share is more than $25.863324.75, then the exercise price per ATLANTIC SCI Common Share shall be $25.863324.75; and provided, further, that the exercise price per ATLANTIC 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 an ATLANTIC SCI Common Share. ATLANTIC SCI shall make available for issuance in the rights offering, up to a maximum number of ATLANTIC SCI Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of ATLANTIC SCI Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding ATLANTIC SCI Common Shares owned by SCG on the ATLANTIC SCI Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of ATLANTIC SCI Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) ATLANTIC SCI Common Share by paying the exercise price as determined above 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 ATLANTIC SCI Common Shares outstanding on the ATLANTIC 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. 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 ATLANTIC 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 ATLANTIC SCI in selling ATLANTIC 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 34. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. ATLANTIC PTR shall distribute as a dividend to each holder of record of ATLANTIC PTR Common Shares, as of the close of business on the ATLANTIC PTR Shareholders' Approval Record Date, rights to purchase ATLANTIC PTR Common Shares entitling such holder to subscribe for and purchase ATLANTIC PTR Common Shares during the period commencing on the date the ATLANTIC 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 ATLANTIC PTR Common Shares upon exercise of such rights shall be registered under the ATLANTIC PTR Registration Statement and ATLANTIC PTR shall use its best efforts to cause the rights to be tradeable on the Exchange on which the ATLANTIC PTR Common Shares are listed. Each holder of ATLANTIC PTR Common Shares shall receive one (1) right for every one (1) ATLANTIC PTR Common Share held of record by such holder as of the ATLANTIC PTR Shareholders' Approval Record Date. The exercise price per ATLANTIC PTR Common Share for such rights shall be equal to the amount determined by the ATLANTIC PTR Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an ATLANTIC PTR Common Share is more than $25.863327.1145, then the exercise price per ATLANTIC PTR Common Share shall be $25.863327.1145; and provided, further, that the exercise price per ATLANTIC 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 an ATLANTIC a PTR Common Share. ATLANTIC PTR shall make available for issuance in the rights offering, up to a maximum number of ATLANTIC PTR Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of ATLANTIC PTR Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding ATLANTIC PTR Common Shares owned by SCG on the ATLANTIC PTR Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of ATLANTIC PTR Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) ATLANTIC PTR Common Share by paying the exercise price as determined above 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 ATLANTIC PTR Common Shares outstanding on the ATLANTIC 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 ATLANTIC 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 ATLANTIC PTR in selling ATLANTIC 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 34. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. ATLANTIC shall distribute as a dividend to each holder of record of ATLANTIC Common Shares, as of the close of business on the ATLANTIC Shareholders' Approval Record Date, rights to purchase ATLANTIC Common Shares entitling such holder to subscribe for and purchase ATLANTIC Common Shares during the period commencing on the date the 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 ATLANTIC Common Shares upon exercise of such rights shall be registered under the ATLANTIC Registration Statement and ATLANTIC shall use its best efforts to cause the rights to be tradeable on the Exchange on which the ATLANTIC Common Shares are listed. Each holder of ATLANTIC Common Shares shall receive one (1) right for every one (1) ATLANTIC Common Share held of record by such holder as of the ATLANTIC Shareholders' Approval Record Date. The exercise price per ATLANTIC Common Share for such rights shall be equal to the amount determined by the ATLANTIC Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an ATLANTIC Common Share is more than $25.8633, then the exercise price per ATLANTIC Common Share shall be $25.8633; and provided, further, that the exercise price per 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 an ATLANTIC Common Share. ATLANTIC shall make available for issuance in the rights offering, up to a maximum number of ATLANTIC Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of ATLANTIC Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding ATLANTIC Common Shares owned by SCG on the ATLANTIC Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of ATLANTIC Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) ATLANTIC Common Share by paying the exercise price as determined above 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 ATLANTIC Common Shares outstanding on the 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. 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 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 ATLANTIC in selling 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 34. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. ATLANTIC shall distribute as a dividend to each holder of record of ATLANTIC Common Shares, as of the close of business on the ATLANTIC Shareholders' Approval Record Date, rights to purchase ATLANTIC Common Shares entitling such holder to subscribe for and purchase ATLANTIC Common Shares during the period commencing on the date the 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 ATLANTIC Common Shares upon exercise of such rights shall be registered under the ATLANTIC Registration Statement and ATLANTIC shall use its best efforts to cause the rights to be tradeable on the Exchange on which the ATLANTIC Common Shares are listed. Each holder of ATLANTIC Common Shares shall receive one (1) right for every one (1) ATLANTIC Common Share held of record by such holder as of the ATLANTIC Shareholders' Approval Record Date. The exercise price per ATLANTIC Common Share for such rights shall be equal to the amount determined by the Fair Market Value of an ATLANTIC Board (or a duly authorized committee thereof)Common Share; provided, that in the event that the Fair Market Value of an ATLANTIC Common Share is more than $25.8633, then the exercise price per ATLANTIC Common Share shall be $25.8633; and provided, further, that the exercise price per 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 an ATLANTIC Common Share. ATLANTIC shall make available for issuance in the rights offering, up to a maximum number of ATLANTIC Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of ATLANTIC Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding ATLANTIC Common Shares owned by SCG on the ATLANTIC Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of ATLANTIC Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) ATLANTIC Common Share by paying the exercise price as determined above 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 ATLANTIC Common Shares outstanding on the 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. Any ATLANTIC Common Shares that are shall not subscribed for by shareholders may be offered to other shareholders accept subscriptions 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 such rights unless and until all of SCG to assist ATLANTIC the conditions set forth in selling ATLANTIC Common Shares to third partiesthis Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated. Section 2. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Section 3. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *

The Rights Offering. ATLANTIC PTR shall distribute as a dividend to each holder of record of ATLANTIC PTR Common Shares, as of the close of business on the ATLANTIC PTR Shareholders' Approval Record Date, rights to purchase ATLANTIC PTR Common Shares entitling such holder to subscribe for and purchase ATLANTIC PTR Common Shares during the period commencing on the date the ATLANTIC 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 ATLANTIC PTR Common Shares upon exercise of such rights shall be registered under the ATLANTIC PTR Registration Statement and ATLANTIC PTR shall use its best efforts to cause the rights to be tradeable on the Exchange on which the ATLANTIC PTR Common Shares are listed. Each holder of ATLANTIC PTR Common Shares shall receive one (1) right for every one (1) ATLANTIC PTR Common Share held of record by such holder as of the ATLANTIC PTR Shareholders' Approval Record Date. The exercise price per ATLANTIC PTR Common Share for such rights shall be equal to the amount determined by the ATLANTIC Board (or Fair Market Value of a duly authorized committee thereof)PTR Common Share; provided, that in the event that the Fair Market Value of an ATLANTIC Common Share is more than $25.863327.11475, then the exercise price per ATLANTIC PTR Common Share shall be $25.8633; and provided, further, that the exercise price per 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 an ATLANTIC Common Share27.11475. ATLANTIC PTR shall make available for issuance in the rights offering, up to a maximum number of ATLANTIC PTR Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of ATLANTIC PTR Common Shares issuable to SCG pursuant to Section 2.1 by (B) the percentage of all outstanding ATLANTIC PTR Common Shares owned by SCG on the ATLANTIC PTR Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of ATLANTIC PTR Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) ATLANTIC PTR Common Share by paying the exercise price as determined above 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 ATLANTIC PTR Common Shares outstanding on the ATLANTIC 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. Any ATLANTIC Common Shares that are PTR shall not subscribed for by shareholders may be offered to other shareholders accept subscriptions 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 such rights unless and until all of SCG to assist ATLANTIC the conditions set forth in selling ATLANTIC Common Shares to third partiesthis Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated. Section 2. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Section 3. Except as otherwise specifically modified hereby, the Merger Agreement shall remain in full force and effect. * * * * *