Common use of Provisions in Case of Consolidation, Merger or Sale of Assets Clause in Contracts

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0115.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0115.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security Note then outstanding shall have the right thereafter, during the period such Security Note shall be convertible as specified in Section 14.0112.1, to convert such Security Note only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security Note might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0113.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.011402, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), and assuming, if such consolidation, merger, sale or transfer is prior to the date upon which the Securities first become convertible, that the Securities were convertible at the time of such consolidation, merger, sale or transfer at the initial conversion price specified in Section 1402 as adjusted from the date of the issuance of the applicable Securities to such time pursuant to Section 1405. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company Weeks with, or merger of the Company Weeks into, any other Person, any merger or consolidation of another Person into the Company Weeks (other than a merger which that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Series D Preferred Stock), any acquisition of the outstanding Common Stock of the Company) by share exchange, or any sale or transfer of all or substantially all of the assets of the CompanyWeeks, the Person formed by such consolidation or resulting from such merger or which that acquires the outstanding Common Stock or such assets, assets of Weeks as the case may be, shall execute and deliver to the Trustee a supplemental indenture holder of Series D Preferred Partnership Units an agreement providing that the Holder of each convertible Security then outstanding such holder shall have the right thereafterrights provided herein, during the period such Security rights shall be convertible exercisable (which shall be at least as specified in Section 14.01long as the period for which such rights can be exercised pursuant to the terms hereof), to convert exercise such Security only into rights for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer by a holder of the number of shares of Common Series D Preferred Stock of the Company into for which such Security rights might have been converted exercised immediately prior to such consolidation, merger, share exchange, sale or transfer, assuming both that (a) such holder of Common Stock of the Company (i) is not (A) a Person with which the Company Weeks consolidated or into which Weeks merged with or into or which that merged into Weeks, or with that acquired the Company outstanding Common Stock by share exchange, or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and that (iib) failed to such holder does not exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, share exchange, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer is not the same for each share of Common Stock of the Company capital stock in respect of which such rights right of election shall election, if any, is not have been exercised (“non-"non- electing share”Share"), then for the purpose of this Section 11, the kind and amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer by each non-electing share Share shall be deemed to be the kind and amount so receivable per share non-electing Share by a plurality of the non-electing sharesShares). Such supplemental indenture agreement shall provide for adjustments whichthat, for events subsequent to the effective date of such supplemental indentureagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfersherein.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Personcorporation, any merger of another Person corporation into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the CompanyCompany (treating the Company and its Subsidiaries as a single consolidated entity and treating any sale by a Subsidiary as a sale by the Company for such purpose), the Person corporation formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0111.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that PROVIDED THAT if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then then, for the purpose of this Section Section, the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Trustee shall not be under any responsibility to determine the correctness of any provision contained in such supplemental indenture relating to either the kind or amount of shares, other securities, cash or property receivable by Holders upon the conversion of their Securities after any such consolidation, merger, sale or transfer. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In the case of (i) any consolidation reclassification or change of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock (other than a subdivision or combination to which paragraph (3) of Section 2.5 applies), (ii) any consolidation, merger or combination of the CompanyCompany with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or transfer conveyance of all or substantially all of the properties and assets of the CompanyCompany to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Person formed by such consolidation Company or resulting from such merger the successor or which acquires such assetspurchasing Person, as the case may be, shall execute and deliver to with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security Note shall be convertible as specified in Section 14.01, to convert such Security only into the kind and amount of securitiesshares of stock, cash and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or transfer conveyance by a holder of the a number of shares of Common Stock issuable upon conversion of the Company into which such Security might have been converted Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or transfer, conveyance assuming such holder of Common Stock of the Company (i) is did not (A) a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securitiesstock, cash and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or transfer conveyance (provided that provided, however, that, if the kind or amount of securitiesstock, cash and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or transfer conveyance is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“non-electing a "nonelecting share”"), then for the purpose purposes of this Section 2.12, the kind and amount of securitiesstock, cash and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or transfer by conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 2. The Company shall cause notice of the execution of such supplemental indenture to be given to each Holder in the manner provided for in Section 10.2 of the Indenture. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 2.12 applies to any event or transfersoccurrence, paragraph (5) of Section 2.5 shall not apply.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any merger, amalgamation, arrangement or consolidation of the Company with, with or merger of the Company into, into any other Person, any merger of another Person into the Company (other than a merger merger, amalgamation, arrangement or consolidation which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any conveyance, lease, sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger merger, amalgamation, arrangement or consolidation or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing (in addition to matters, if any, required by Section 5.1 of the Indenture) that the Holder of each convertible Security Note then outstanding shall have the right thereafter, during the period such Security Note shall be convertible as specified in Section 14.012.1 hereof, to convert such Security Note only into the kind and amount of securities, cash and other property receivable upon such merger, amalgamation, arrangement, consolidation, mergerconveyance, lease, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security Note might have been converted immediately prior to such merger, amalgamation, arrangement, consolidation, mergerconveyance, lease, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its rights of election, if any, as to the kind or amount of securitiesNotes, cash and other property receivable upon such merger, amalgamation, arrangement, consolidation, mergerconveyance, lease, sale or transfer (provided that if the kind or amount of securitiesNotes, cash and other property receivable upon such merger, amalgamation, arrangement, consolidation, mergerconveyance, lease, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such merger, amalgamation, arrangement, consolidation, conveyance, lease, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non"Non-electing share”Electing Share"), then for the purpose of this Section 2.12 the kind and amount of securities, cash and other property receivable upon such merger, amalgamation, arrangement, consolidation, mergerconveyance, lease, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 2. The above foregoing provisions of this Section 2.12 shall similarly apply to successive mergers, amalgamations, arrangements, consolidations, mergersconveyances, leases, sales or transfers. The Company shall cause notice of the execution of such supplemental indenture to be given to each Holder in the manner provided for in Section 10.2 of the Indenture.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Personcorporation (other than a wholly-owned Subsidiary of the Company), any merger of another Person corporation (other than a wholly- owned Subsidiary of the Company) into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock Shares of the Company) or any sale or transfer of all or substantially all of the assets of the Company to any other corporation (other than a wholly-owned Subsidiary of the Company) (treating the Company and each of its Subsidiaries as a single consolidated entity and treating any sale by a Subsidiary as a sale by the Company for such purpose), the Person corporation formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0114.1, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock Shares of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock Shares of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that PROVIDED THAT if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock Share of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Trustee shall not be under any responsibility to determine the correctness of any provision contained in such supplemental indenture relating to either the kind or amount of shares, other securities, cash or property receivable by Holders upon the conversion of their Securities after any such consolidation, merger, sale or transfer. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company General Partner with, or merger of the Company General Partner into, any other Person, any merger or consolidation of another Person into the Company General Partner (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) General Partner), or any sale or transfer of all or substantially all of the assets of the CompanyGeneral Partner, the Person formed by such consolidation or resulting from such merger or which acquires such assetsassets of the General Partner, as the case may be, shall execute and deliver to the Trustee a supplemental indenture each holder of Exchange Rights an agreement providing that the Holder of each convertible Security then outstanding such holder shall have the right thereafter, during the period such Security Exchange Rights shall be convertible exercisable as specified in Section 14.01herein, to convert such Security only into require the conversion of Common Units for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security Common Unit might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of shares of Common Stock of the Company (i) is not (A) a Person with which the Company General Partner consolidated or into which the General Partner merged with or into or which merged into or with the Company General Partner, or to which such conveyancesale or transfer, sale, transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and (ii) failed to exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, sale or transfer (provided PROVIDED that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“"non-electing share”Share"), then for the purpose of this Section Paragraph XV the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share Share shall be deemed to be the kind and amount so receivable per share Share by a plurality of the non-electing sharesShares). Such supplemental indenture agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental indentureagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. EXHIBIT C. The above provisions of this Section Paragraph XV shall similarly apply to successive consolidations, mergers, sales or transfers.. SCHEDULE 1 EXCHANGE EXERCISE NOTICE To: Prime Retail, Inc. Reference is made to that certain Agreement of Limited Partnership of Prime Retail, L.P. dated ___________, (the "Partnership Agreement"), pursuant to which Prime Retail, Inc., a Maryland corporation, and certain other persons, including the undersigned, formed a Delaware limited partnership known as Prime Retail, L.P. (the "Partnership"). Capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to ARTICLE XI and Paragraph II of EXHIBIT C of the Partnership Agreement, each of the undersigned, being a limited partner of the Partnership (an "Exercising Partner"), hereby elects to exercise its Exchange Rights as to the number of Offered Common Units specified opposite its name below: Dated: ___________________ Number of Offered Exercising Partner Common Units ------------------ ----------------- Exercising Partners: ____________________________ ____________________________ SCHEDULE 2 ELECTION NOTICE To: Exercising Partner(s)

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company General Partner with, or merger of the Company General Partner into, any other Person, any merger or consolidation of another Person into the Company General Partner (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Convertible Preferred Stock or Common Stock of the Company) General Partner), or any sale or transfer of all or substantially all of the assets of the CompanyGeneral Partner, the Person formed by such consolidation or resulting from such merger or which acquires such assetsassets of the General Partner, as the case may be, shall execute and deliver to the Trustee a supplemental indenture each holder of Exchange Rights an agreement providing that the Holder of each convertible Security then outstanding such holder shall have the right thereafter, during the period such Security Exchange Rights shall be convertible exercisable as specified in Section 14.01herein, to convert such Security only into require the conversion of Convertible Preferred Units for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Convertible Preferred Stock or Common Stock of the Company into which such Security Convertible Preferred Unit might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common shares of Convertible Preferred Stock of the Company (i) is not (A) a Person with which the Company General Partner consolidated or into which the General Partner merged with or into or which merged into or with the Company General Partner, or to which such conveyancesale or transfer, sale, transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and (ii) failed to exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, sale or transfer (provided PROVIDED that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Convertible Preferred Stock of the Company in respect of which such rights of election shall not have been exercised (“"non-electing share”Share"), then for the purpose of this Section Paragraph XI the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share Share shall be deemed to be the kind and amount so receivable per share Share by a plurality of the non-electing sharesShares). Such supplemental indenture agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental indentureagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. EXHIBIT F. The above provisions of this Section Paragraph XI shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company Weeks with, or merger of the Company Weeks into, any other Person, any merger or consolidation of another Person into the Company Weeks (other than a merger which that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock Stock), any acquisition of the Company) outstanding Common Stock by share exchange, or any sale or transfer of all or substantially all of the assets of the CompanyWeeks, the Person formed by such consolidation or resulting from such merger or which that acquires the outstanding Common Stock or such assets, assets of Weeks as the case may be, shall execute and deliver to the Trustee a supplemental indenture holder of Series C Preferred Partnership Units an agreement providing that the Holder of each convertible Security then outstanding such holder shall have the right thereafterrights provided herein, during the period such Security rights shall be convertible exercisable (which shall be at least as specified in Section 14.01long as the period for which such rights can be exercised pursuant to the terms hereof), to convert exercise such Security only into rights for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer by a holder of the number of shares of Common Stock of the Company into for which such Security rights might have been converted exercised immediately prior to such consolidation, merger, share exchange, sale or transfer, assuming both that (a) such holder of shares of Common Stock of the Company (i) is not (A) a Person with which the Company Weeks consolidated or into which Weeks merged with or into or which that merged into Weeks, or with that acquired the Company outstanding Common Stock by share exchange, or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and that (iib) failed to such holder does not exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or transfer (provided that if the -------- kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, mergershare exchange, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights right of election shall election, if any, is not have been exercised (“"non-electing share”Share"), then for the purpose of this Section 11, the kind and amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer by each non-electing share Share shall be deemed to be the kind and amount so receivable per share non-electing Share by a plurality of the non-electing sharesShares). Such supplemental indenture agreement shall provide for adjustments whichthat, for events subsequent to the effective date of such supplemental indentureagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfersherein.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock Shares of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock Shares of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock Shares of the Company (i) is not (A) a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock Share of the Company in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company General Partner with, or merger +of the Company General Partner into, any other Person, any merger or consolidation of another Person into the Company General Partner (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Series C Preferred Stock or Common Stock of the Company) General Partner), or any sale or transfer of all or substantially all of the assets of the CompanyGeneral Partner, the Person formed by such consolidation or resulting from such merger or which acquires such assetsassets of the General Partner, as the case may be, shall execute and deliver to the Trustee a supplemental indenture each holder of Exchange Rights an agreement providing that the Holder of each convertible Security then outstanding such holder shall have the right thereafter, during the period such Security Exchange Rights shall be convertible exercisable as specified in Section 14.01herein, to convert such Security only into require the conversion of Series C Preferred Units for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Series C Preferred Stock or Common Stock of the Company into which such Security Series C Preferred Unit might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common shares of Series C Preferred Stock of the Company (i) is not (A) a Person with which the Company General Partner consolidated or into which the General Partner merged with or into or which merged into or with the Company General Partner, or to which such conveyancesale or transfer, sale, transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and (ii) failed to exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, sale or transfer (provided PROVIDED that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Series C Preferred Stock of the Company in respect of which such rights of election shall not have been exercised (“"non-electing share”Share"), then for the purpose of this Section Paragraph XI the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share Share shall be deemed to be the kind and amount so receivable per share Share by a plurality of the non-electing sharesShares). Such supplemental indenture agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental indentureagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. EXHIBIT D. The above provisions of this Section Paragraph XI shall similarly apply to successive consolidations, mergers, sales or transfers.. SCHEDULE 1 EXCHANGE EXERCISE NOTICE To: Prime Retail, Inc. Reference is made to that certain Amended and Restated Agreement of Limited Partnership of Prime Retail, L.P. dated ____________, _____ (the "Partnership Agreement"), pursuant to which Prime Retail, Inc., a Maryland corporation, and certain other persons, including the undersigned, continued a Delaware limited partnership known as Prime Retail, L.P. (the "Partnership"). Capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to ARTICLE XII of the Partnership Agreement and Paragraph II of EXHIBIT D of the Partnership Agreement, each of the undersigned, being a limited partner of the Partnership (an "Exercising Partner"), hereby elects to exercise its Exchange Rights as to the number of Offered Series C Preferred Units specified opposite its name below. Pursuant to Paragraph IV of EXHIBIT D of the Partnership Agreement, the undersigned elect to receive [the Series C Preferred Stock Purchase Price]/[the Common Stock Purchase Price]. Dated: ___________________ Number of Offered Exercising Partner Series C Preferred Units ----------------- ------------------------ Exercising Partners: ____________________________ ____________________________ EXHIBIT E SECTION 6.2(e) AGREEMENTS

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.011402, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, -------- cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), and assuming, if such consolidation, merger, sale or transfer is prior to the date upon which the Securities first become convertible, that the Securities were convertible at the time of such consolidation, merger, sale or transfer at the initial conversion price specified in Section 1402 as adjusted from the date of the issuance of the applicable Securities to such time pursuant to Section 1405. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.. ARTICLE FIFTEEN

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company Weeks with, or merger of the Company Weeks into, any other Person, any merger or consolidation of another Person into the Company Weeks (other than a merger which that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock Stock), any acquisition of the Company) outstanding Common Stock by share exchange, or any sale or transfer of all or substantially all of the assets of the CompanyWeeks, the Person formed by such consolidation or resulting from such merger or which that acquires the outstanding Common Stock or such assets, assets of Weeks as the case may be, shall execute and deliver to the Trustee a supplemental indenture each holder of Rights an agreement providing that the Holder of each convertible Security then outstanding such holder shall have the right thereafter, during the period such Security rights shall be convertible exercisable (which shall be at least as specified in Section 14.01long as the period for which the Rights can be exercised under the other provisions of this Agreement), to convert such Security only into exercise the Rights for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer by a holder of the number of shares of Common Stock of for which the Company into which such Security Rights might have been converted exercised immediately prior to such consolidation, merger, share exchange, sale or transfer, assuming both that (a) such holder of shares of Common Stock of the Company (i) is not (A) a Person with which the Company Weeks consolidated or into which Weeks merged with or into or which that merged into Weeks, or with that acquired the Company outstanding Common Stock by share exchange, or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and that (iib) failed to such holder does not exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, share exchange, sale or transfer (provided that if the kind or amount of -------- securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights right of election shall election, if any, is not have been exercised (“non-"non- electing share”Share"), then for the purpose of this Section Paragraph 14, the kind and amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer by each non-electing share Share shall be deemed to be the kind and amount so receivable per share non-electing Share by a plurality of the non-electing sharesShares). Such supplemental indenture agreement shall provide for adjustments whichthat, for events subsequent to the effective date of such supplemental indentureagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. Exhibit D. The above provisions of this Section Paragraph 14 shall similarly apply to successive consolidations, mergers, sales or transfers.. SCHEDULE 1 CONVERSION EXERCISE NOTICE -------------------------- To: Weeks Realty, L.P. Reference is made to that certain Seventh Amendment (the "Amendment") to the Second Amended and Restated Agreement of Limited Partnership of Weeks Realty, L.P. (the "Partnership"). Capitalized terms used but not defined herein shall have the meanings set forth in Amendment. Pursuant to Exhibit D to the Amendment, the undersigned, being a limited partner of the Partnership (an "Exercising Partner"), hereby elects to exercise its Rights as to the number of Offered Partnership Units specified opposite its name below: Number of Offered Exercising Limited Partner Partnership Units -------------------------- ----------------- --------------------------------------- Signature of Exercising Limited Partner Date:__________________________________ SCHEDULE 2 CLOSING NOTICE -------------- To: Exercising Limited Partner(s) Reference is made to that certain Seventh Amendment (the "Amendment") to the Second Amended and Restated Agreement of Limited Partnership of Weeks Realty, L.P. (the "Partnership"). Capitalized terms used but not defined herein shall have the meaning set forth in Amendment. The closing of the redemption of the Offered Partnership Units shall occur at _______, ________, Georgia, on ___________. Pursuant to Exhibit D to the Amendment, the Partnership hereby notifies the Exercising Partner(s) that it has elected to pay the Cash Purchase Price to the Exercising Partner(s) for the number of Offered Partnership Units set forth below, and that the computation of the Cash Purchase Price is set forth on an attachment hereto. NUMBER OF OFFERED CASH PURCHASE EXERCISING PARTNER(S) PARTNERSHIP UNITS PRICE --------------------- ----------------- ------------- WEEKS REALTY, L.P. By: Weeks GP Holdings, Inc., General Partner By:_________________________________________ Title:______________________________________

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.011402, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), and assuming, if such consolidation, merger, sale or transfer is prior to the date upon 91 which the Securities first become convertible, that the Securities were convertible at the time of such consolidation, merger, sale or transfer at the initial conversion price specified in Section 1402 as adjusted from the date of the issuance of the applicable Securities to such time pursuant to Section 1405. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.. ARTICLE FIFTEEN Defeasance and Covenant Defeasance

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0114.1, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock Shares of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0115.02, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock Shares of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock Shares of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock Share of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), and assuming, if such consolidation, merger, sale or transfer is prior to the Initial Conversion Date, that the Securities were convertible at the time of such consolidation, merger, sale or transfer at the initial conversion price specified in Section 15.02 as adjusted from the date of establishment of the Initial Conversion Price with respect to Securities of a series to such time pursuant to paragraphs (1), (2), (3), (4) and (7) of Section 15.05. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security Series A Convertible Debenture then outstanding shall have the right thereafter, during the period such Security Series A Convertible Debenture shall be convertible as specified in Section 14.016.1, to convert such Security Series A Convertible Debenture only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security Series A Convertible Debenture might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section Article Six the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental supple- mental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle Six. The above provisions of this Section Article Six shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Personcorporation or corporations, any merger of another Person corporation into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person corporation or corporations formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.011501, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person corporation with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent Person”"constituent corporation"), or (B) an Affiliate of a Constituent Person constituent corporation and (ii) failed to exercise his, her his rights or its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent corporation or an Affiliate thereof and in respect of which such rights of or election shall not have been exercised (“non-electing "nonelecting share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing nonelecting share shall be deemed to be the kind and amount so as receivable per share by a plurality of the non-electing nonelecting shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company Weeks with, or merger of the Company Weeks into, any other Person, any merger or consolidation of another Person into the Company Weeks (other than a merger which that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock Stock), any acquisition of the Company) outstanding Common Stock by share exchange, or any sale or transfer of all or substantially all of the assets of the CompanyWeeks, the Person formed by such consolidation or resulting from such merger or which that acquires the outstanding Common Stock or such assets, assets of Weeks as the case may be, shall execute and deliver to the Trustee a supplemental indenture each holder of Rights an agreement providing that the Holder of each convertible Security then outstanding such holder shall have the right thereafter, during the period such Security rights shall be convertible exercisable (which shall be at least as specified in Section 14.01long as the period for which the Rights can be exercised under the other provisions of this Agreement), to convert such Security only into exercise the Rights for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer by a holder of the number of shares of Common Stock of for which the Company into which such Security Rights might have been converted exercised immediately prior to such consolidation, merger, share exchange, sale or transfer, assuming both that (a) such holder of shares of Common Stock of the Company (i) is not (A) a Person with which the Company Weeks consolidated or into which Weeks merged with or into or which that merged into Weeks, or with that acquired the Company outstanding Common Stock by share exchange, or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and that (iib) failed to such holder does not exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, share exchange, sale or transfer (provided that if the kind or amount of -------- securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights right of election shall election, if any, is not have been exercised (“non-"non- electing share”Share"), then for the purpose of this Section Paragraph 14, the kind and amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer by each non-electing share Share shall be deemed to be the kind and amount so receivable per share non-electing Share by a plurality of the non-electing sharesShares). Such supplemental indenture agreement shall provide for adjustments whichthat, for events subsequent to the effective date of such supplemental indentureagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. Exhibit D. The above provisions of this Section Paragraph 14 shall similarly apply to successive consolidations, mergers, sales or transfers.. SCHEDULE 1 CONVERSION EXERCISE NOTICE -------------------------- To: Weeks Realty, L.P. Reference is made to that certain Sixteenth Amendment (the "Amendment") to the Second Amended and Restated Agreement of Limited Partnership of Weeks Realty, L.P. (the "Partnership"). Capitalized terms used but not defined herein shall have the meanings set forth in Amendment. Pursuant to Exhibit D to the Amendment, the undersigned, being a limited partner of the Partnership (an "Exercising Partner"), hereby elects to exercise its Rights as to the number of Offered Partnership Units specified opposite its name below: Number of Offered Exercising Limited Partner Partnership Units -------------------------- ----------------- _______________________________________ Signature of Exercising Limited Partner Date: ---------------------------------- SCHEDULE 2 CLOSING NOTICE -------------- To: Exercising Limited Partner(s) Reference is made to that certain Sixteenth Amendment (the "Amendment") to the Second Amended and Restated Agreement of Limited Partnership of Weeks Realty, L.P. (the "Partnership"). Capitalized terms used but not defined herein shall have the meaning set forth in Amendment. The closing of the redemption of the Offered Partnership Units shall occur at _______, ________, Georgia, on ___________. Pursuant to Exhibit D to the Amendment, the Partnership hereby notifies the Exercising Partner(s) that it has elected to pay the Cash Purchase Price to the Exercising Partner(s) for the number of Offered Partnership Units set forth below, and that the computation of the Cash Purchase Price is set forth on an attachment hereto NUMBER OF OFFERED CASH PURCHASE EXERCISING PARTNER(S) PARTNERSHIP UNITS PRICE --------------------- ----------------- ------------------------- WEEKS REALTY, L.P. By: Weeks GP Holdings, Inc., General Partner By: ------------------------ Title: ------------------

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanyStock) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0112.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-electing "nonelecting share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing nonelecting shares). Such supplemental indenture shall provide for adjustments whichthat, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers. The Company shall be solely responsible for performing the duties and responsibilities contained in this Article and the Trustee shall have no responsibility therefor.]

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any merger, amalgamation, arrangement or consolidation of the Company with, with or merger of the Company into, into any other Person, any merger of another Person into the Company (other than a merger merger, amalgamation, arrangement or consolidation which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any conveyance, lease, sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger merger, amalgamation, arrangement or consolidation or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing (in addition to matters, if any, required by Section 801 of the Indenture) that the Holder of each convertible Security Note then outstanding shall have the right thereafter, during the period such Security Note shall be convertible as specified in Section 14.012.1 hereof, to convert such Security Note only into the kind and amount of securities, cash and other property receivable upon such merger, amalgamation, arrangement, consolidation, mergerconveyance, lease, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security Note might have been converted immediately prior to such merger, amalgamation, arrangement, consolidation, mergerconveyance, lease, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such merger, amalgamation, arrangement, consolidation, mergerconveyance, lease, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such merger, amalgamation, arrangement, consolidation, mergerconveyance, lease, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such merger, amalgamation, arrangement, consolidation, conveyance, lease, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non"Non-electing share”Electing Share"), then for the purpose of this Section 2.12 the kind and amount of securities, cash and other property receivable upon such merger, amalgamation, arrangement, consolidation, mergerconveyance, lease, sale or transfer by each nonNon-electing share Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing sharesNon- Electing Shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 2. The above foregoing provisions of this Section 2.12 shall similarly apply to successive mergers, amalgamations, arrangements, consolidations, mergersconveyances, leases, sales or transfers. The Company shall cause notice of the execution of such supplemental indenture to be given to each Holder in the manner provided for in Section 105 of the Indenture.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger or consolidation of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Class A Common Stock of the Company) ), or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assetsassets or the Company, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security Debenture then outstanding shall have the right thereafter, during the period such Security Debenture shall be convertible as specified in Section 14.0111.01, to convert such Security Debenture only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Class A Common Stock of the Company into which such Security Debenture might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Class A Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company Company, or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and (ii) failed to exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Class A Common Stock of the Company in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee Agent a supplemental indenture Agreement providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.018.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into in which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing nonelecting shares). Such supplemental indenture Agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental indentureAgreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company Weeks with, or merger of the Company Weeks into, any other Person, any merger or consolidation of another Person into the Company Weeks (other than a merger which that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock Stock), any acquisition of the Company) outstanding Common Stock by share exchange, or any sale or transfer of all or substantially all of the assets of the CompanyWeeks, the Person formed by such consolidation or resulting from such merger or which that acquires the outstanding Common Stock or such assets, assets of Weeks as the case may be, shall execute and deliver to the Trustee a supplemental indenture each holder of Rights an agreement providing that the Holder of each convertible Security then outstanding such holder shall have the right thereafter, during the period such Security rights shall be convertible exercisable (which shall be at least as specified in Section 14.01long as the period for which the Rights can be exercised under the other provisions of this Agreement), to convert such Security only into exercise the Rights for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer by a holder of the number of shares of Common Stock of for which the Company into which such Security Rights might have been converted exercised immediately prior to such consolidation, merger, share exchange, sale or transfer, assuming both that (a) such holder of shares of Common Stock of the Company (i) is not (A) a Person with which the Company Weeks consolidated or into which Weeks merged with or into or which that merged into Weeks, or with that acquired the Company outstanding Common Stock by share exchange, or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and that (iib) failed to such holder does not exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, share exchange, sale or transfer (provided that if the kind or amount of securities, cash and other property -------- receivable upon such consolidation, merger, share exchange, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights right of election shall election, if any, is not have been exercised (“"non-electing share”Share"), then for the purpose of this Section Paragraph 14, the kind and amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer by each non-electing share Share shall be deemed to be the kind and amount so receivable per share non-electing Share by a plurality of the non-electing sharesShares). Such supplemental indenture agreement shall provide for adjustments whichthat, for events subsequent to the effective date of such supplemental indentureagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. Exhibit D. The above provisions of this Section Paragraph 14 shall similarly apply to successive consolidations, mergers, sales or transfers.. SCHEDULE 1 CONVERSION EXERCISE NOTICE -------------------------- To: Weeks Realty, L.P. Reference is made to that certain Third Amendment (the "Third Amendment") to the Third Amended and Restated Agreement of Limited Partnership of Weeks Realty, L.P. (the "Partnership"). Capitalized terms used but not defined herein shall have the meanings set forth in Third Amendment. Pursuant to Exhibit D to the Third Amendment, the undersigned, being a limited partner of the Partnership (an "Exercising Partner"), hereby elects to exercise its Rights as to the number of Offered Partnership Units specified opposite its name below: Number of Offered Exercising Limited Partner Partnership Units -------------------------- ----------------- ________________________________ Signature of Exercising Limited Partner Date:___________________________ SCHEDULE 2 CLOSING NOTICE -------------- To: Exercising Limited Partner(s) Reference is made to that certain Third Amendment (the "Third Amendment") to the Third Amended and Restated Agreement of Limited Partnership of Weeks Realty, L.P. (the "Partnership"). Capitalized terms used but not defined herein shall have the meaning set forth in Third Amendment. The closing of the redemption of the Offered Partnership Units shall occur at _______, ________, Georgia, on ___________. Pursuant to Exhibit D to the Third Amendment, the Partnership hereby notifies the Exercising Partner(s) that it has elected to pay the Cash Purchase Price to the Exercising Partner(s) for the number of Offered Partnership Units set forth below, and that the computation of the Cash Purchase Price is set forth on an attachment hereto NUMBER OF OFFERED CASH PURCHASE EXERCISING PARTNER(S) PARTNERSHIP UNITS PRICE --------------------- ----------------- ------------- WEEKS REALTY, L.P. By: Weeks GP Holdings, Inc., General Partner By:___________________________ Title:____________________

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security 2008 Debenture then outstanding Outstanding shall have the right thereafter, during the period such Security 2008 Debenture shall be convertible as specified in Section 14.014.02 hereof, to convert such Security 2008 Debenture only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale conveyance, sale, transfer or transfer lease by a holder of the number of shares of Common Stock of the Company into which such Security 2008 Debenture might have been converted immediately prior to such consolidation, merger, sale conveyance, sale, transfer or transferlease, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale conveyance, sale, transfer or transfer lease (provided PROVIDED that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale conveyance, sale, transfer or transfer lease is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, conveyance, sale, transfer or lease by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non"Non-electing share”Electing Share"), then for the purpose of this Section 4.12 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale conveyance, sale, transfer or transfer lease by each nonNon-electing share Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonNon-electing sharesElecting Shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle Four. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales conveyances, sales, transfers or transfersleases. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each 2008 Debenture as provided in Section 106 of the Indenture promptly upon such execution.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Personcorporation, any merger of another Person corporation into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person corporation formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.011501, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person corporation with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent Person”"constituent corporation"), or (B) an Affiliate of a Constituent Person constituent corporation and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent corporation or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 77

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation consolida- tion or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security Series A Convertible Debenture then outstanding shall have the right thereafter, during the period such Security Series A Convertible Debenture shall be convertible as specified in Section 14.015.1, to convert such Security Series A Convertible Debenture only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security Series A Convertible Debenture might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section Article Five the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle Five. The above provisions of this Section Article Five shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company Issuer with, or merger of the Company Issuer into, any other Personcorporation, any merger of another Person corporation into the Company Issuer (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanyIssuer) or any sale or transfer of all or substantially all of the assets of the CompanyIssuer, the Person corporation formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0113.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company Issuer into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company Issuer (ia) is not (A) a Person corporation with which the Company Issuer consolidated or into which the Issuer merged with or into or which merged into or with the Company Issuer or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent Personconstituent corporation”), or (B) an Affiliate affiliate of a Constituent Person constituent corporation and (iib) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company Issuer held immediately prior to such consolidation, merger, sale or transfer by others than a constituent corporation or an affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. (a) In case of any consolidation of the Company with, or merger of the Company into, any other Personcorporation or trust, or in the case of any merger of another Person corporation or trust into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) ), or in the case of any sale sale, transfer or transfer other disposition of all or substantially all of the assets of the Company, the Person corporation or trust formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (which shall conform to the TIA at the time of execution) providing that the Holder of each convertible Security Debenture then outstanding shall have the right thereafter, during the period such Security Debenture shall be convertible as specified in Section 14.01, 13.1 hereto to convert such Security Debenture only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security Debenture might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a the Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section 13.10 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle XIII. The above provisions of this Section 13.10 shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any conveyance, lease, sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.011602, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, lease, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, lease, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, lease, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, conveyance, lease, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, lease, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), and assuming, if such consolidation, merger, sale or transfer is prior to the date upon which the Securities first become convertible, that the Securities were convertible at the time of such consolidation, merger, conveyance, lease, sale or transfer at the initial Conversion Rate specified in Section 1602 as adjusted from the date of the issuance of the applicable Securities to such time pursuant to Section 1605. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, conveyances, leases, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, with or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.011201, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-non- electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.. ARTICLE THIRTEEN - 141 - Subordination of Securities

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Personcorporation, or in case of any merger of another Person corporation into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) ), or in case of any sale or transfer of all or substantially all of the assets of the Company, the Person corporation formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.011301, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), and assuming, if such consolidation, merger, sale or transfer is prior to the Exchange Date, that the Securities were convertible at the time of such consolidation, merger, sale or transfer at the initial Conversion Price specified in Section 1301 as adjusted from February 20, 1986 to such time pursuant to Section 1304. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company General Partner with, or merger of the Company General Partner into, any other Person, any merger or consolidation of another Person into the Company General Partner (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Convertible Preferred Stock or Common Stock of the Company) General Partner), or any sale or transfer of all or substantially all of the assets of the CompanyGeneral Partner, the Person formed by such consolidation or resulting from such merger or which acquires such assetsassets of the General Partner, as the case may be, shall execute and deliver to the Trustee a supplemental indenture each holder of Exchange Rights an agreement providing that the Holder of each convertible Security then outstanding such holder shall have the right thereafter, during the period such Security Exchange Rights shall be convertible exercisable as specified in Section 14.01herein, to convert such Security only into require the conversion of Convertible Preferred Units for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Convertible Preferred Stock or Common Stock of the Company into which such Security Convertible Preferred Unit might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common shares of Convertible Preferred Stock of the Company (i) is not (A) a Person with which the Company General Partner consolidated or into which the General Partner merged with or into or which merged into or with the Company General Partner, or to which such conveyancesale or transfer, sale, transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and (ii) failed to exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Convertible Preferred Stock of the Company in respect of which such rights of election shall not have been exercised (“"non-electing share”Share"), then for the purpose of this Section Paragraph XI the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share Share shall be deemed to be the kind and amount so receivable per share Share by a plurality of the non-electing sharesShares). Such supplemental indenture agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental indentureagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. Exhibit F. The above provisions of this Section Paragraph XI shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets (other than pursuant to the charter or lease of a vessel in the ordinary course of business) of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0115.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the CompanyCompany (each, a "Transaction"), the Person formed by such consolidation or resulting from such merger Transaction or which acquires such assets, as the case may bebe (the "Acquiror"), shall execute and deliver to the Trustee Warrant Agent prior to the consummation of the Transaction a supplemental indenture warrant agreement (or supplement to this Warrant Agreement) providing that the Holder of each convertible Security Warrant then outstanding shall have the right thereafter, during the period such Security Warrant shall be convertible as specified exercisable in Section 14.01accordance with this Warrant Agreement, to convert exercise such Security Warrant only into the kind and amount of securities, cash and other property (collectively, the "Consideration") receivable upon such consolidation, merger, sale or transfer Transaction by a holder of the number of shares of Common Stock of the Company into which such Security Warrant might have been converted exercised immediately prior to such consolidation, merger, sale or transferTransaction, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent Person”"constituent person"), or (B) an Affiliate affiliate of a Constituent Person constituent person and (ii) failed to exercise his, her or its such Holder's rights of election, if any, as to the kind or amount of securities, cash and other property Consideration receivable upon such consolidation, merger, sale or transfer Transaction (provided that if the kind or amount of securities, cash and other property Consideration receivable upon such consolidation, merger, sale or transfer Transaction is not the same for each share of Common Stock of the Company held immediately prior to such Transaction by Persons other than a constituent person or an affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section 4.11 the kind and amount of securities, cash and other property Consideration receivable upon such consolidation, merger, sale or transfer Transaction by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture warrant agreement shall provide for adjustments upon the occurrence of events with respect to the Acquiror similar to the events described in Sections 4.6(a) and (b) of this Agreement, which, for events subsequent to the effective date of such supplemental indenturewarrant agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle of this Agreement. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfersTransactions.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of (i) any consolidation of the Company Managing General Partner with, or merger of the Company Managing General Partner into, any other Person, (ii) any merger or consolidation of another Person into the Company Managing General Partner (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock Shares of the CompanyManaging General Partner), or (iii) or any sale or transfer of all or substantially all of the assets of the CompanyManaging General Partner, the Person formed by such consolidation or resulting from such merger or which acquires such assetsassets of the Managing General Partner, as the case may be, shall execute and deliver to the Trustee a supplemental indenture each holder of Exchange Rights an agreement providing that the Holder of each convertible Security then outstanding such holder shall have the right thereafter, during the period such Security Exchange Rights shall be convertible exercisable as specified in Section 14.01herein, to convert such Security only into require the conversion of Common Units for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company Shares into which such Security Common Unit might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) Shares is not (A) a Person with which the Company Managing General Partner consolidated or into which the Managing General Partner merged with or into or which merged into or with the Company Managing General Partner, or to which such conveyancesale or transfer, sale, transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and (ii) failed to exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, sale or transfer (provided transfer; provided, that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company Share in respect of which such rights of election shall not have been exercised (“a "non-electing share”Share"), then for the purpose of this Section Paragraph 15 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share Share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares)Shares. Such supplemental indenture agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental indentureagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. Exhibit C. The above provisions of this Section Paragraph 15 shall similarly apply to successive consolidations, mergers, sales or transfers.. SCHEDULE 1 EXCHANGE EXERCISE NOTICE To: Prime Group Realty Trust Reference is made to that certain Agreement of Limited Partnership of Prime Group Realty, L.P. dated November 17, 1997 (the "Partnership Agreement"), pursuant to which Prime Group Realty Trust, a Maryland real estate investment trust, and certain other persons, including the undersigned, formed a Delaware limited partnership known as Prime Group Realty, L.P. (the "Partnership"). Capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to Section 8.6 and Paragraph 2 of Exhibit C of the Partnership Agreement, each of the undersigned, being a limited partner of the Partnership (an "Exercising Partner"), hereby elects to exercise its Exchange Rights as to the number of Offered Common Units specified opposite its name below: Dated: _________________ Number of Offered Name of Exercising Partner Common Units --------------------------- ------------------ Exercising Partners: -------------------------- -------------------------- (Authorized Signatory) SCHEDULE 2 ELECTION NOTICE To: Exercising Partner(s)

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange change or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security Note then outstanding shall have the right thereafter, during the period such Security Note shall be convertible as specified 58 66 in Section 14.0113.1, to convert such Security Note only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security Note might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent Person constituent Person, and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-electing "nonelecting share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing nonelecting shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock Shares of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock Shares of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock Shares of the Company (i) is not (A) a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock Share of the Company in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company Issuer with, or merger of the Company Issuer into, any other Personcorporation, any merger of another Person corporation into the Company Issuer (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanyIssuer) or any sale or transfer of all or substantially all of the assets of the CompanyIssuer, the Person corporation formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0113.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company Issuer into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company Issuer (i) is not (A) a Person corporation with which the Company Issuer consolidated or into which the Issuer merged with or into or which merged into or with the Company Issuer or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent Person”"constituent corporation"), or (B) an Affiliate of a Constituent Person constituent corporation and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company Issuer held immediately prior to such consolidation, merger, sale or transfer by others than a constituent corporation or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security Debenture then outstanding shall have the right thereafter, during the period such Security Debenture shall be convertible as specified in Section 14.0113.1, to convert such Security Debenture only into the kind and amount of securities, cash and or other property assets receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security Debenture might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company Com- pany or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person and (ii) failed Person. The supplemental indenture also shall provide that if in connection with such consolidation, merger, sale or transfer, each holder of Common Stock is entitled to exercise his, her or its rights of election, if any, as elect to the kind or amount of receive either securities, cash and or other property assets receivable upon such consolidation, merger, sale or transfer (provided that if transfer, the kind Company or amount the surviving or transferee corporation shall provide each holder of securities with the right to elect to receive the securities, cash and or other property receivable upon assets into which the Debentures held by such Holder shall be convertible after completion of such consolidation, merger, sale or transfer is not on the same for each share terms and subject to the same conditions applicable to holders of Common Stock (including, without limitation, notice of the Company right to elect, limitations on the period in respect of which such rights of election shall not have been exercised (“non-electing share”), then for be made and the purpose effect of this Section failing to exercise the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shareselection). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company Partnership with, or merger of the Company Partnership into, any other Person, any merger of another Person into the Company Partnership (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock Units of the CompanyPartnership) or any sale or transfer of all or substantially all of the assets of the CompanyPartnership (each, a "Transaction"), the Person formed by such consolidation or resulting from such merger Transaction or which acquires such assets, as the case may bebe (the "Acquiror"), shall execute and deliver to the Trustee Holder prior to the consummation of the Transaction a supplemental indenture warrant agreement (or supplement to this Warrant Agreement) providing that the Holder of each convertible Security Warrant then outstanding shall have the right thereafter, during the period such Security Warrant shall be convertible as specified exercisable in Section 14.01accordance with this Warrant Agreement, to convert exercise such Security Warrant only into the kind and amount of securities, interests, cash and other property (collectively, the "Consideration") receivable upon such consolidation, merger, sale or transfer Transaction by a holder of the number of shares of Common Stock of the Company Limited Partner into which such Security Warrant might have been converted exercised immediately prior to such consolidation, merger, sale or transfer, Transaction assuming such holder of Common Stock of the Company (i) Limited Partner is not (A) a Person with which the Company Partnership consolidated or into which the Partnership merged with or into or which merged into or with the Company Partnership or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent Person”"constituent person"), or (B) an Affiliate affiliate of a Constituent Person constituent person. If a Holder is a Limited Partner at the time of the Transaction and (ii) failed to exercise his, her or its rights of election, if any, as to the kind or amount of securities, cash and other property the Consideration receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer Transaction is not the same for each share of Common Stock of Unit held immediately prior to the Company in respect of which such rights of election shall not have been exercised Transaction by Limited Partners (“non-electing share”other than a constituent Person or an affiliate thereof), then for the purpose purposes of this Section 4.11, the kind and amount of securitiesConsideration receivable by such Holder upon the Transaction for such Holder's Warrants shall be the kind and amount of Consideration that such Holder elected as a Limited Partner to receive for its Units in the Transaction. If such Holder fails to make an election as a Limited Partner in the Transaction, cash then for purposes of this Section 4.11, the kind and other property amount of Consideration receivable by such Holder upon such consolidation, merger, sale or transfer by each non-electing share the Transaction shall be deemed to be the kind and amount so receivable per share Unit by a plurality of Limited Partners who fail to make an election in the non-electing shares)Transaction. Such supplemental indenture warrant agreement shall provide for adjustments upon the occurrence of events with respect to the Acquiror similar to the events described in Section 4.6(a) and (b) of this Agreement, which, for events subsequent to the effective date of such supplemental indenturewarrant agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 4. The above provisions of this Section 4.11 shall similarly apply to successive consolidations, mergers, sales or transfersTransactions.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.011301, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent Person constituent Person, and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company Buffets with, or merger of the Company Buffets into, any other Person, any merger of another Person into the Company Buffets (other than a merger which does not result in any reclassification, conversion, exchange change or cancellation of outstanding shares of Buffets Common Stock of the CompanyStock) or any sale or transfer of all or substantially all of the assets of the CompanyBuffets, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security Note then outstanding shall have the right thereafter, during the period such Security Note shall be convertible as specified in Section 14.0113.1, to convert such Security Note only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Buffets Common Stock of the Company into which such Security Note might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Buffets Common Stock of the Company (i) is not (A) a Person with which the Company Buffets consolidated or into which Buffets merged with or into or which merged into or with the Company Buffets or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Buffets Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-electing "nonelecting share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing nonelecting shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers."

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Personcorporation, any merger of another Person corporation into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock Shares of the Company) or any sale or transfer of all or substantially all of the assets of the CompanyCompany (treating the Company and each of its Subsidiaries as a single consolidated entity and treating any sale by a Subsidiary as a sale by the Company for such purpose), the Person corporation formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the each Holder of each convertible Security Capital Securities then outstanding shall have the right thereafter, during the period such Security Capital Securities shall be convertible as specified in Section 14.019.01, to convert such Security Capital Securities only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock Shares of the Company into which such Security Capital Securities might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company Shares (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock Share of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-"non- electing share”"), then for the purpose of this Section 9.09 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Trustee shall not be under any responsibility to determine the correctness of any provision contained in such supplemental indenture relating to either the kind or amount of shares, other securities, cash or property receivable by Holders upon the conversion of their Capital Securities after any such consolidation, merger, sale or transfer. The above provisions of this Section 9.09 shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanyShares) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0112.1, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company Shares into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company Shares (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock Share of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-electing share”"Nonelecting Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by with respect to each non-electing share Nonelecting Share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing sharesNonelecting Shares). Such supplemental indenture shall provide for adjustments whichthat, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 12. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.. The Company shall be solely responsible for performing the duties and responsibilities contained in this Article 12 and the Trustee shall have no responsibility therefor. [If applicable:

Provisions in Case of Consolidation, Merger or Sale of Assets. (1) In case of any capital reorganization or reclassification or other change of outstanding Units or other equity interests, if any, or in case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of with or into another Person into the Company (other than a consolidation or merger in which the Company is the resulting or surviving Person and which does not result in any reclassificationreclassification or change of Units or other outstanding equity interests, conversionif any), exchange or cancellation in case of outstanding shares of Common Stock of the Company) or any sale or transfer other disposition to another Person of all or substantially all of the assets of the Company (any of the foregoing, a "Transaction"), the Company, the Person formed by or such consolidation successor or resulting from such merger or which acquires such assetspurchasing Person, as the case may be, shall execute and deliver to the Trustee and to each Holder, at least 10 Business Days prior to effecting any of the foregoing Transactions, a supplemental indenture providing that the each Holder of each convertible Security then outstanding Securities shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.01, thereafter to convert such Security only Securities into the kind and amount (estimating such amount to the extent necessary) of securities, equity securities or other securities (of the Company or another issuer) or property or cash and other property receivable upon such consolidation, merger, sale or transfer Transaction by a holder of the number of shares of Common Stock of the Company Units into which such Security might Securities could have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares)Transaction. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 10. The above provisions If, in the case of this Section any such Transaction, the equity securities, other securities, cash or property receivable thereupon by a holder of Units includes equity or other securities of a Person other than the successor or purchasing Person and other than the Company, which controls or is controlled by the successor or purchasing Person or which, in connection with such Transaction, issues equity securities, other securities, other property or cash to holders of Units, then such supplemental indenture, also shall similarly apply be executed by such Person, and such Person shall, in such supplemental indenture, specifically acknowledge the obligations of such successor or purchasing person and acknowledge its obligations to successive consolidationsissue such equity securities, mergersother securities, sales other property or transferscash to the Holders upon conversion of the Securities as provided above.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0112.1, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securitiesSecurities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securitiesSecurities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the CompanyCompany (each, a "Transaction"), the Person formed by such consolidation or resulting from such merger Transaction or which acquires such assets, as the case may bebe (the "Acquiror"), shall execute and deliver to the Trustee Warrant Agent prior to the consummation of the Transaction a supplemental indenture warrant agreement (or supplement to this Warrant Agreement) providing that the Holder of each convertible Security Warrant then outstanding shall have the right thereafter, during the period such Security Warrant shall be convertible as specified exercisable in Section 14.01accordance with this Warrant Agreement, to convert exercise such Security Warrant only into the kind and amount of securities, cash and other property (collectively, the "Consideration") receivable upon such consolidation, merger, sale or transfer Transaction by a holder of the number of shares of Common Stock of the Company into which such Security Warrant might have been converted exercised immediately prior to such consolidation, merger, sale or transferTransaction, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent Person”"constituent person"), or (B) an Affiliate affiliate of a Constituent Person constituent person and (ii) failed to exercise his, her or its such Holder's rights of election, if any, as to the kind or amount of securities, cash and other property Consideration receivable upon such consolidation, merger, sale or transfer Transaction (provided that if the kind or amount of securities, cash and other property Consideration receivable upon such consolidation, merger, sale or transfer Transaction is not the same for each share of Common Stock of the Company held immediately prior to such Transaction by Persons other than a constituent person or an affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section 4.12 the kind and amount of securities, cash and other property Consideration receivable upon such consolidation, merger, sale or transfer Transaction by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture warrant agreement shall provide for adjustments upon the occurrence of events with respect to the Acquiror similar to the events described in Section 4(a) and (b) of this Agreement, which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.for

Provisions in Case of Consolidation, Merger or Sale of Assets. In the case of any reorganization or reclassification of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) or in the case of any consolidation of the Company withinto, or merger of the Company into, any other Person, any merger of with another Person into entity in which the Company is not the surviving entity (other than a merger which does not result in any reclassificationor it is the surviving entity, conversion, exchange or cancellation of outstanding but its shares of Common Stock become shares of another entity), or in the case of any sale, lease or conveyance of all, or substantially all, of the Company) or any sale or transfer of all or substantially all property, assets, business and goodwill of the assets Company as an entirety, each holder of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, Convertible Notes shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall thereafter have the right thereafter, during the period such Security shall be convertible as specified in Section 14.01, to convert such Security only Convertible Notes into the kind and amount of securities, cash and other property receivable upon such reorganization, reclassification, consolidation, merger, sale merger or transfer disposition by a holder of the number of shares of Common Stock which the holder of the Company into which such Security might Convertible Notes would have been received had it converted its shares of Series G Preferred Stock immediately prior to such reorganization, reclassification, consolidation, mergermerger or disposition, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) at a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its rights of election, if any, as price equal to the aggregate Conversion Price then in effect; provided, however, that the kind or and amount of such securities, cash and other property receivable shall be determined as if any payment made to the holders of warrants issued pursuant to the Securities Purchase Agreement dated as of January 31, 1997 among the Company, Triumph- Connecticut Limited Partnership and the other purchasers named therein upon such reorganization, reclassification, consolidation, merger, sale merger or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock disposition in excess of the Company in respect of which amount such rights of election shall not holders would otherwise have been exercised (“non-electing share”), then for entitled to receive under the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date terms of such supplemental indenture, shall be as nearly equivalent as may be practicable warrants without regard to the adjustments provided for in this ArticleSection 8.3(b) (or successor provision) of such Securities Purchase Agreement had not been made. The above foregoing provisions of this Section shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or transfersmergers and dispositions.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger or consolidation of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) ), or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assetsassets or the Company, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.011301, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company Company, or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and (ii) failed to exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers. -------------------- This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale conveyance, lease, sale, transfer or transfer other disposition of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or to which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall Outstanding shall, without the consent of the Holders, have the right thereafter, during the period such Security shall be convertible as specified in Section 14.01, to convert such each Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale conveyance, lease, sale, transfer or transfer other disposition by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale conveyance, lease, sale, transfer or transferother disposition, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such sale, conveyance, salelease, transfer or lease other disposition was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, his or her or its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale conveyance, lease, sale, transfer or transfer other disposition (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale conveyance, lease, sale, transfer or transfer other disposition is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, conveyance, lease, sale, transfer or other disposition by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non"Non-electing share”Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale conveyance, lease, sale, transfer or transfer other disposition by the holder of each nonNon-electing share Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonholders of the Non-electing sharesShares), and assuming, if such consolidation, merger, conveyance, lease, sale, transfer or other disposition is prior to the date upon which the Securities first become convertible, that the Securities were convertible at the time of such consolidation, merger, conveyance, lease, sale, transfer or other disposition at the initial Conversion Rate specified in Section 14.1 as adjusted from the date of the issuance of the applicable Securities to such time pursuant to Section 14.4. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales conveyances, leases, sales, transfers or transfersother dispositions. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate or the information and calculations contained therein, except to exhibit the same to any Holder of Securities desiring inspection thereof at its office during normal business hours, and shall not be deemed to have knowledge of any adjustment in the Conversion Rate unless and until a Responsible Officer of the Trustee shall have received such a certificate. Until a Responsible Officer of the Trustee receives such a certificate, the Trustee and each Conversion Agent may assume without inquiry that the last Conversion Rate of which the Trustee has knowledge of remains in effect.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock Shares of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Indenture Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.01SECTION 1402, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock Shares of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock Shares of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent Person”"CONSTITUENT PERSON"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided PROVIDED, that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock Share of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non"NON-electing share”ELECTING SHARE"), then for the purpose of this Section SECTION 1412 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), and assuming, if such consolidation, merger, sale or transfer is prior to the date upon which the Securities first become convertible, that the Securities were convertible at the time of such consolidation, merger, sale or transfer at the initial conversion price specified in SECTION 1402 as adjusted from the date of the issuance of the applicable Securities to such time pursuant to SECTION 1405. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleARTICLE FOURTEEN. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.. ARTICLE FIFTEEN Defeasance and Covenant Defeasance

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company General Partner with, or merger of the Company General Partner into, any other PersonPersons, any merger or consolidation of another Person into the Company General Partner (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock REIT Shares of the Company) General Partner), or any sale or transfer of all or substantially all of the assets of the CompanyGeneral Partner, the Person formed by such consolidation or resulting from such merger or which acquires such assetsassets of the General Partner, as the case may be, shall execute and deliver to the Trustee a supplemental indenture each holder of Exchange Rights an agreement providing that the Holder of each convertible Security then outstanding such holder shall have the right thereafter, during the period such Security Exchange Rights shall be convertible exercisable as specified in Section 14.01herein, to convert such Security only into require the exchange of Partnership Units for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into REIT Shares, for which such Security Partnership Unit might have been converted exchanged immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) REIT Shares is not (A) a Person with which the Company General Partner consolidated or into which the General Partner merged with or into or which merged into or with the Company General Partner, or to which such conveyancesale or transfer, sale, transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and (ii) failed to exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, sale or transfer (provided PROVIDED that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company Share in respect of which such rights of election shall not have been exercised (“"non-electing share”Share"), then for the purpose of this Section Paragraph 14 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share Share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing sharesShares). Such supplemental indenture agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental indentureagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. EXHIBIT D. The above provisions of this Section Paragraph 14 shall similarly apply to successive consolidations, mergers, sales or transfers.. SCHEDULE 1 ---------- EXCHANGE EXERCISE NOTICE ------------------------ To: REALTY REFUND TRUST Reference is made to that certain Agreement of Limited Partnership, dated as of January __, 1998 (the "Partnership Agreement"), pursuant to which Realty ReFund Trust, an unincorporated Ohio business trust, and certain other persons, including the undersigned, formed a Delaware limited partnership known as RRF Limited Partnership (the "Partnership"). Capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to SECTION 7.4 and Paragraph 2 of EXHIBIT D of the Partnership Agreement, each of the undersigned, being a limited partner of the Partnership (an "Exercising Partner"), hereby elects to exercise its Exchange Rights as to the number of Offered Partnership Units specified opposite its name below: Dated: ___________________________ =================== =================== ========================== EXERCISING PARTNER PARTNERSHIP UNITS NUMBER OF OFFERED =================== =================== ==========================

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company Issuer with, or merger of the Company Issuer into, any other Personcorporation, any merger of another Person corporation into the Company Issuer (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanyIssuer) or any sale or transfer of all or substantially all of the assets of the CompanyIssuer, the Person corporation formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company Issuer into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company Issuer (i) is not (A) a Person corporation with which the Company Issuer consolidated or into which the Issuer merged with or into or which merged into or with the Company Issuer or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent Person”"constituent corporation"), or (B) an Affiliate of a Constituent Person constituent corporation and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company Issuer held immediately prior to such consolidation, merger, sale or transfer by others than a constituent corporation or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company Weeks with, or merger of the Company Weeks into, any other Person, any merger or consolidation of another Person into the Company Weeks (other than a merger which that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock Stock), any acquisition of the Company) outstanding Common Stock by share exchange, or any sale or transfer of all or substantially all of the assets of the CompanyWeeks, the Person formed by such consolidation or resulting from such merger or which that acquires the outstanding Common Stock or such assets, assets of Weeks as the case may be, shall execute and deliver to the Trustee a supplemental indenture each holder of Rights an agreement providing that the Holder of each convertible Security then outstanding such holder shall have the right thereafter, during the period such Security rights shall be convertible as specified in Section 14.01exercisable, to convert such Security only into exercise the Rights for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer by a holder of the number of shares of Common Stock of for which the Company into which such Security Rights might have been converted exercised immediately prior to such consolidation, merger, share exchange, sale or transfer, assuming both that (a) such holder of shares of Common Stock of the Company (i) is not (A) a Person with which the Company Weeks consolidated or into which Weeks merged with or into or which that merged into Weeks, or with that acquired the Company outstanding Common Stock by share exchange, or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and that (iib) failed to such holder does not exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, share exchange, sale or transfer (provided that -------- if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights right of election shall election, if any, is not have been exercised (“"non-electing share”Share"), then for the purpose of this Section Paragraph 14, the kind and amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer by each non-non- electing share Share shall be deemed to be the kind and amount so receivable per share non- electing Share by a plurality of the non-electing sharesShares). Such supplemental indenture agreement shall provide for adjustments whichthat, for events subsequent to the effective date of such supplemental indentureagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. Exhibit D. The above provisions of this Section Paragraph 14 shall similarly apply to successive consolidations, mergers, sales or transfers.. SCHEDULE 1 CONVERSION EXERCISE NOTICE -------------------------- To: Weeks Realty, L.P. Reference is made to that certain First Amendment (the "First Amendment") to the Second Amended and Restated Agreement of Limited Partnership of Weeks Realty, L.P. (the "Partnership"). Capitalized terms used but not defined herein shall have the meanings set forth in First Amendment. Pursuant to Exhibit D to the First Amendment, the undersigned, being a limited partner of the Partnership (an "Exercising Partner"), hereby elects to exercise its Rights as to the number of Offered Partnership Units specified opposite its name below: Number of Offered Exercising Limited Partner Partnership Units -------------------------- ----------------- ________________________________ Signature of Exercising Limited Partner Date:___________________________ SCHEDULE 2 CLOSING NOTICE -------------- To: Exercising Limited Partner(s) Reference is made to that certain First Amendment (the "First Amendment") to the Second Amended and Restated Agreement of Limited Partnership of Weeks Realty, L.P. (the "Partnership"). Capitalized terms used but not defined herein shall have the meaning set forth in First Amendment. The closing of the redemption of the Offered Partnership Units shall occur at _______, ________, Georgia, on ___________. Pursuant to Exhibit D to the First Amendment, the Partnership hereby notifies the Exercising Partner(s) that it has elected to pay the Cash Purchase Price to the Exercising Partner(s) for the number of Offered Partnership Units set forth below, and that the computation of the Cash Purchase Price is set forth on an attachment hereto NUMBER OF OFFERED CASH PURCHASE EXERCISING PARTNER(S) PARTNERSHIP UNITS PRICE --------------------- ----------------- ------------- WEEKS REALTY, L.P. By: Weeks GP Holdings, Inc., General Partner By:___________________________ Title:____________________ Date:________________________________ -29- Exhibit E ---------

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company Weeks with, or merger of the Company Weeks into, any other Person, any merger or consolidation of another Person into the Company Weeks (other than a merger which that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock Stock), any acquisition of the Company) outstanding Common Stock by share exchange, or any sale or transfer of all or substantially all of the assets of the CompanyWeeks, the Person formed by such consolidation or resulting from such merger or which that acquires the outstanding Common Stock or such assets, assets of Weeks as the case may be, shall execute and deliver to the Trustee a supplemental indenture each holder of Rights an agreement providing that the Holder of each convertible Security then outstanding such holder shall have the right thereafter, during the period such Security rights shall be convertible exercisable (which shall be at least as specified in Section 14.01long as the period for which the Rights can be exercised under the other provisions of this Agreement), to convert such Security only into exercise the Rights for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer by a holder of the number of shares of Common Stock of for which the Company into which such Security Rights might have been converted exercised immediately prior to such consolidation, merger, share exchange, sale or transfer, assuming both that (a) such holder of shares of Common Stock of the Company (i) is not (A) a Person with which the Company Weeks consolidated or into which Weeks merged with or into or which that merged into Weeks, or with that acquired the Company outstanding Common Stock by share exchange, or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and that (iib) failed to such holder does not exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, share exchange, sale or transfer (provided that if the kind or amount of -------- securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer is not the same for each share of Common Stock of the Company in respect of which such rights right of election shall election, if any, is not have been exercised (“non-"non- electing share”Share"), then for the purpose of this Section Paragraph 14, the kind and amount of securities, cash and other property receivable upon such consolidation, merger, share exchange, sale or transfer by each non-electing share Share shall be deemed to be the kind and amount so receivable per share non-electing Share by a plurality of the non-electing sharesShares). Such supplemental indenture agreement shall provide for adjustments whichthat, for events subsequent to the effective date of such supplemental indentureagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. Exhibit D. The above provisions of this Section Paragraph 14 shall similarly apply to successive consolidations, mergers, sales or transfers.. SCHEDULE 1 CONVERSION EXERCISE NOTICE -------------------------- To: Weeks Realty, L.P. Reference is made to that certain Second Amendment (the "Second Amendment") to the Second Amended and Restated Agreement of Limited Partnership of Weeks Realty, L.P. (the "Partnership"). Capitalized terms used but not defined herein shall have the meanings set forth in Second Amendment. Pursuant to Exhibit D to the Second Amendment, the undersigned, being a limited partner of the Partnership (an "Exercising Partner"), hereby elects to exercise its Rights as to the number of Offered Partnership Units specified opposite its name below: Number of Offered Exercising Limited Partner Partnership Units -------------------------- ----------------- --------------------------------------- Signature of Exercising Limited Partner Date: ---------------------------------- SCHEDULE 2 CLOSING NOTICE -------------- To: Exercising Limited Partner(s) Reference is made to that certain Second Amendment (the "Second Amendment") to the Second Amended and Restated Agreement of Limited Partnership of Weeks Realty, L.P. (the "Partnership"). Capitalized terms used but not defined herein shall have the meaning set forth in Second Amendment. The closing of the redemption of the Offered Partnership Units shall occur at , , Georgia, on . Pursuant to Exhibit D to the Second ------- -------- ----------- Amendment, the Partnership hereby notifies the Exercising Partner(s) that it has elected to pay the Cash Purchase Price to the Exercising Partner(s) for the number of Offered Partnership Units set forth below, and that the computation of the Cash Purchase Price is set forth on an attachment hereto NUMBER OF OFFERED CASH PURCHASE EXERCISING PARTNER(S) PARTNERSHIP UNITS PRICE --------------------- ----------------- ----------------------- WEEKS REALTY, L.P. By: Weeks GP Holdings, Inc., General Partner By: ----------------------------------------- Title: -------------------------------------- Date: --------------------------------------- Exhibit E --------- Amount by which the value (determined as provided in the foregoing Second Amendment) of the Collateral is to be increased upon the contribution of each Development Property and each Northern Telecom Property: Woodlake III $200,000 Regency - Sprint $200,000 0000 Xxxxxxxxx Xxxx Xxxx $200,000 Enterprise III $200,000 000 Xxxxxxxxx Xxxx $200,000 000 Xxxxxxxxx Xxxx $200,000 000 Xxxxxxxxx Xxxx $200,000 000 Xxxxxxxxx Xxxx $200,000 000 Xxxxxxxxx Xxxx $200,000 000 Xxxxxxxxx Xxxx $200,000

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company General Partner with, or merger of the Company General Partner into, any other PersonPerson or Persons, any merger or consolidation of another Person into the Company General Partner (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Class A Common Stock Shares of the Company) General Partner), or any sale or transfer of all or substantially all of the assets of the CompanyGeneral Partner, the Person formed by such consolidation or resulting from such merger or which acquires such assetsassets of the General Partner, as the case may be, shall execute and deliver to the Trustee a supplemental indenture each holder of Exchange Rights an agreement providing that the Holder of each convertible Security then outstanding such holder shall have the right thereafter, during the period such Security Exchange Rights shall be convertible exercisable as specified in Section 14.01herein, to convert such Security only into require the exchange of Partnership Units for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Class A Common Stock of the Company into Shares, for which such Security Partnership Unit might have been converted exchanged immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Class A Common Stock of the Company (i) Shares is not (A) a Person with which the Company General Partner consolidated or into which the General Partner merged with or into or which merged into or with the Company General Partner, or to which such conveyancesale or transfer, sale, transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and (ii) failed to exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Class A Common Stock of the Company Share in respect of which such rights of election shall not have been exercised (“"non-electing share”Share"), then for the purpose of this Section 15 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share Share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing sharesShares). Such supplemental indenture agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental indentureagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. Exhibit D. The above provisions of this Section 15 shall similarly apply to successive consolidations, mergers, sales or transfers.. SCHEDULE 1 ---------- EXCHANGE EXERCISE NOTICE ------------------------ To: CLEVELAND INDIANS BASEBALL COMPANY, INC. Reference is made to that certain First Amended and Restated Agreement of Limited Partnership of Cleveland Indians Baseball Company Limited Partnership (the "Partnership"), dated as of ___________ ,1998 (the "Partnership Agreement"), between Cleveland Indians Baseball Company, Inc. and Cleveland Baseball Corporation. Capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to ARTICLE XI and Section 2 of EXHIBIT D to the Partnership Agreement, the undersigned, being a limited partner of the Partnership, hereby elects to exercise its Exchange Rights as to Offered _______ Partnership Units. Dated: ---------------------- [Name of Limited Partner] ------------------------------------- By: SCHEDULE 2 ---------- ELECTION NOTICE --------------- To: Exercising Partner(s)

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanyStock) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0112.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-electing "nonelecting share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing nonelecting shares). Such supplemental indenture shall provide for adjustments whichthat, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 12. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers. The Company shall be solely responsible for performing the duties and responsibilities contained in this Article 12 and the Trustee shall have no responsibility therefor.]

Provisions in Case of Consolidation, Merger or Sale of Assets. (a) In case of any consolidation of the Company with, or merger of the Company into, any other Personcorporation or trust, or in case of any merger of another Person corporation or trust into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) ), or in case of any sale sale, transfer or transfer other disposition of all or substantially all of the assets of the Company, the Person corporation or trust formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture (which shall conform to the TIA at the time of execution) providing that the Holder of each convertible Security Debenture then outstanding shall have the right thereafter, during the period such Security Debenture shall be convertible as specified in Section 14.01, 13.1 hereof to convert such Security Debenture only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security Debenture might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section 13.10 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle XIII. The above provisions of this Section 13.10 shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanyStock) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security Debenture then outstanding shall have the right thereafter, during the period such Security Debenture shall be convertible as specified in Section 14.0117.01, to convert such Security Debenture only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security Debenture might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-electing "nonelecting share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing nonelecting shares). Such supplemental indenture shall provide for adjustments whichthat, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers. The Company shall be solely responsible for performing the duties and responsibilities contained in this Article and the Trustee shall have no responsibility therefor.]

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver a supplement to the Trustee a supplemental indenture this Agreement providing that the Holder holder of each convertible Security Convertible Debenture then outstanding shall have the right thereafter, during the period such Security Convertible Debenture shall be convertible as specified in Section 14.019.1, to convert such Security Debenture only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares (including fractional shares) of Common Stock of the Company into which such Security Debenture might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent Person”"CONSTITUENT PERSON"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non"NON-electing share”ELECTING SHARE"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture supplement to this Agreement shall provide for adjustments which, for events subsequent to the effective date of the event which triggers the requirement of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleSection 9. The above provisions of this Section 9.11 shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale conveyance, lease, sale, transfer or transfer other disposition of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or to which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall Outstanding shall, without the consent of the Holders, have the right thereafter, during the period such Security shall be convertible as specified in Section 14.01, to convert such each Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale conveyance, lease, sale, transfer or transfer other disposition by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale conveyance, lease, sale, transfer or transferother disposition, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such sale, conveyance, salelease, transfer or lease other disposition was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, his or her or its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale conveyance, lease, sale, transfer or transfer other disposition (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale conveyance, lease, sale, transfer or transfer other disposition is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, conveyance, lease, sale, transfer or other disposition by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non"Non-electing share”Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale conveyance, lease, sale, transfer or transfer other disposition by the holder of each nonNon-electing share Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonholders of the Non-electing sharesShares), and assuming, if such consolidation, merger, conveyance, lease, sale, transfer or other disposition is prior to the date upon which the Securities first become convertible, that the Securities were convertible at the time of such consolidation, merger, conveyance, lease, sale, transfer or other disposition at the initial Conversion Rate specified in Section 14.1 as adjusted from the date of the issuance of the applicable Securities to such time pursuant to Section 14.4. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales conveyances, leases, sales, transfers or transfersother dispositions. 92 101 Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate or the information and calculations contained therein, except to exhibit the same to any Holder of Securities desiring inspection thereof at its office during normal business hours, and shall not be deemed to have knowledge of any adjustment in the Conversion Rate unless and until a Responsible Officer of the Trustee shall have received such a certificate. Until a Responsible Officer of the Trustee receives such a certificate, the Trustee and each Conversion Agent may assume without inquiry that the last Conversion Rate of which the Trustee has knowledge of remains in effect.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0115.02, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), and assuming, if such consolidation, merger, sale or 84 transfer is prior to the Initial Conversion Date, that the Securities were convertible at the time of such consolidation, merger, sale or transfer at the initial conversion price specified in Section 15.02 as adjusted from the date of establishment of the Initial Conversion Price with respect to Securities of a series to such time pursuant to paragraphs (1), (2), (3), (4) and (7) of Section 15.05. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.0115.02, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), and assuming, if such consolidation, merger, sale or transfer is prior to the Initial Conversion Date, that the Securities were convertible at the time of such consolidation, merger, sale or transfer at the initial conversion price specified in Section 15.02 as adjusted from the date of establishment of the Initial Conversion Price with respect to Securities of a series to such time pursuant to paragraphs (1), (2), (3), (4) and (7) of Section 15.05. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any merger, amalgamation, arrangement or consolidation of the Company with, with or merger of the Company into, into any other Person, any merger of another Person into the Company (other than a merger merger, amalgamation, arrangement or consolidation which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any conveyance, lease, sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger merger, amalgamation, arrangement or consolidation or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing (in addition to matters, if any, required by Section 5.1 of the Indenture) that the Holder of each convertible Security Note then outstanding shall have the right thereafter, during the period such Security Note shall be convertible as specified in Section 14.012.1 hereof, to convert such Security Note only into the kind and amount of securities, cash and other property receivable upon such merger, amalgamation, arrangement, consolidation, mergerconveyance, lease, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security Note might have been converted immediately prior to such merger, amalgamation, arrangement, consolidation, mergerconveyance, lease, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such merger, amalgamation, arrangement, consolidation, mergerconveyance, lease, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such merger, amalgamation, arrangement, consolidation, mergerconveyance, lease, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such merger, amalgamation, arrangement, consolidation, conveyance, lease, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non"Non-electing share”Electing Share"), then for the purpose of this Section 2.12 the kind and amount of securities, cash and other property receivable upon such merger, amalgamation, arrangement, consolidation, mergerconveyance, lease, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 2. The above foregoing provisions of this Section 2.12 shall similarly apply to successive mergers, amalgamations, arrangements, consolidations, mergersconveyances, leases, sales or transfers. The Company shall cause notice of the execution of such supplemental indenture to be given to each Holder in the manner provided for in Section 10.2 of the Indenture.

Provisions in Case of Consolidation, Merger or Sale of Assets. In the case of any reorganization or reclassification of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) or in the case of any consolidation of the Company withCorporation into, or merger of the Company intoCorporation with another entity in which the Corporation is not the surviving entity (or it is the surviving entity, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding but its shares of Common Stock become shares of another entity), or in the case of any sale, lease or conveyance of all, or substantially all, of the Company) or any sale or transfer of all or substantially all property, assets, business and goodwill of the assets Corporation as an entirety, each holder of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, Series G Preferred Stock shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall thereafter have the right thereafter, during the period such Security shall be convertible as specified in Section 14.01, to convert such Security only shares into the kind and amount of securities, cash and other property receivable upon such reorganization, reclassification, consolidation, merger, sale merger or transfer disposition by a holder of the number of shares of Common Stock which the holder of the Company into which such Security might Series G Preferred Stock would have been received had it converted its shares of Series G Preferred Stock immediately prior to such reorganization, reclassification, consolidation, mergermerger or disposition, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) at a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its rights of election, if any, as price equal to the aggregate Conversion Price then in effect; provided, however, that the kind or and amount of such securities, cash and other property receivable shall be determined as if any payment made to the holders of warrants issued pursuant to the Securities Purchase Agreement dated as of January 31, 1997 among the Corporation, Triumph-Connecticut Limited Partnership and the other purchasers named therein upon such reorganization, reclassification, consolidation, merger, sale merger or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock disposition in excess of the Company in respect of which amount such rights of election shall not holders would otherwise have been exercised (“non-electing share”), then for entitled to receive under the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date terms of such supplemental indenture, shall be as nearly equivalent as may be practicable warrants without regard to the adjustments provided for in this ArticleSection 8.3(b) (or successor provision) of such Securities Purchase Agreement had not been made. The above foregoing provisions of this Section shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or transfersmergers and dispositions.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.011402, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided provided, that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section 1412 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), and assuming, if such consolidation, merger, sale or transfer is prior to the date upon which the Securities first become convertible, that the Securities were convertible at the time of such consolidation, merger, sale or transfer at the initial conversion price specified in Section 1402 as adjusted from the date of the issuance of the applicable Securities to such time pursuant to Section 1405. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle Fourteen. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange change or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security Note then outstanding shall have the right thereafter, during the period such Security Note shall be convertible as specified in Section 14.0113.1, to convert such Security Note only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security Note might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent Person constituent Person, and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-electing "nonelecting share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing nonelecting shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company General Partner with, or merger of the Company General Partner into, any other PersonPersons, any merger or consolidation of another Person into the Company General Partner (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock REIT Shares of the Company) General Partner), or any sale or transfer of all or substantially all of the assets of the CompanyGeneral Partner, the Person formed by such consolidation or resulting from such merger or which acquires such assetsassets of the General Partner, as the case may be, shall execute and deliver to the Trustee a supplemental indenture each holder of Exchange Rights an agreement providing that the Holder of each convertible Security then outstanding such holder shall have the right thereafter, during the period such Security Exchange Rights shall be convertible exercisable as specified in Section 14.01herein, to convert such Security only into require the exchange of Partnership Units for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into REIT Shares, for which such Security Partnership Unit might have been converted exchanged immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) REIT Shares is not (A) a Person with which the Company General Partner consolidated or into which the General Partner merged with or into or which merged into or with the Company General Partner, or to which such conveyancesale or transfer, sale, transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person Person, and (ii) failed to exercise his, her or its rights his right of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, sale or transfer (provided PROVIDED that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company Share in respect of which such rights of election shall not have been exercised (“"non-electing share”Share"), then for the purpose of this Section Paragraph 14 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share Share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing sharesShares). Such supplemental indenture agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental indentureagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. EXHIBIT D. The above provisions of this Section Paragraph 14 shall similarly apply to successive consolidations, mergers, sales or transfers.. SCHEDULE 1 ------------------ EXCHANGE EXERCISE NOTICE --------------------------------------------- To: INNSUITES HOSPITALITY TRUST Reference is made to that certain Agreement of Limited Partnership, dated as of January __, 1998 (the "Partnership Agreement"), pursuant to which InnSuites Hospitality Trust, an unincorporated Ohio business trust, and certain other persons, including the undersigned, formed a Delaware limited partnership known as RRF Limited Partnership (the "Partnership"). Capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to SECTION 7.4 and Paragraph 2 of EXHIBIT D of the Partnership Agreement, each of the undersigned, being a limited partner of the Partnership (an "Exercising Partner"), hereby elects to exercise its Exchange Rights as to the number of Offered Partnership Units specified opposite its name below: Dated: ___________________________ =================== EXERCISING PARTNER =================== =================== PARTNERSHIP UNITS =================== =================== NUMBER OF OFFERED ===================

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.011402, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), and assuming, if such consolidation, merger, sale or transfer is prior to the date upon which the Securities first become convertible, that the Securities were convertible at the time of such consolidation, merger, sale or transfer at the initial conversion price specified in Section 1402 as adjusted from the date of the issuance of the applicable Securities to such time pursuant to Section 1405. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of (i) any consolidation of the Company with, or merger of the Company into, any other Person, (ii) any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Class A Common Stock of the CompanyStock) or (iii) any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security security then outstanding shall have the right thereafter, during the period such Security Exchange Debenture shall be convertible as specified in Section 14.01clause (a) above, to convert such Security Exchange Debenture only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Class A Common Stock of the Company into which such Security Exchange Debenture might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Class A Common Stock of the Company (i) is not (A) a Person person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Class A Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-"non- electing share”"), then for the purpose of this Section clause (k) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section clause (k) shall similarly apply to successive consolidations, mergers, sales or transfers.

Provisions in Case of Consolidation, Merger or Sale of Assets. In the case of any reorganization or reclassification of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) or in the case of any 12 14 consolidation of the Company withinto, or merger of the Company into, any other Person, any merger of with another Person into entity in which the Company is not the surviving entity (other than a merger which does not result in any reclassificationor it is the surviving entity, conversion, exchange or cancellation of outstanding but its shares of Common Stock become shares of another entity), or in the case of any sale, lease or conveyance of all, or substantially all, of the Company) or any sale or transfer of all or substantially all property, assets, business and goodwill of the assets Company as an entirety, each holder of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, Convertible Notes shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall thereafter have the right thereafter, during the period such Security shall be convertible as specified in Section 14.01, to convert such Security only Convertible Notes into the kind and amount of securities, cash and other property receivable upon such reorganization, reclassification, consolidation, merger, sale merger or transfer disposition by a holder of the number of shares of Common Stock which the holder of the Company into which such Security might Convertible Notes would have been received had it converted its Convertible Notes immediately prior to such reorganization, reclassification, consolidation, mergermerger or disposition, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) at a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its rights of election, if any, as price equal to the applicable aggregate Conversion Price then in effect; provided, however, that the kind or and amount of such securities, cash and other property receivable shall be determined as if any payment made to the holders of warrants issued pursuant to the Securities Purchase Agreement dated as of January 31, 1997 among the Company, Triumph-Connecticut Limited Partnership and the other purchasers named therein upon such reorganization, reclassification, consolidation, merger, sale merger or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock disposition in excess of the Company in respect of which amount such rights of election shall not holders would otherwise have been exercised (“non-electing share”), then for entitled to receive under the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date terms of such supplemental indenture, shall be as nearly equivalent as may be practicable warrants without regard to the adjustments provided for in this ArticleSection 8.3(b) (or successor provision) of such Securities Purchase Agreement had not been made. The above foregoing provisions of this Section shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or transfersmergers and dispositions."

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any sale or transfer of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each convertible Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 14.011502, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, sale or transfer or lease was made, as the case may be (a “Constituent "constituent Person”"), or (B) an Affiliate of a Constituent constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent and assuming, if such consolidation, merger, sale or transfer is prior to the effective date Initial Conversion Date, that the Securities were convertible at the time of such supplemental indentureconsolidation, shall be as nearly equivalent as may be practicable to merger, sale or transfer at the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.initial

Provisions in Case of Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Personcorporation or trust, or in case of any merger of another Person corporation or trust into the Company Com- pany (other than a merger which does not result in any reclassificationreclas- sification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) ), or in case of any sale sale, transfer or transfer other disposition of all or substantially all of the assets of the Company, the Person corporation or trust formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing agree that the Holder of each convertible Security then outstanding you shall have the right thereafter, during the period such Security the Note shall be convertible con- vertible as specified in Section 14.01, 14.1 hereof to convert such Security Note only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company into which such Security the Note might have been converted immediately immedi- ately prior to such consolidation, merger, sale or transfer, assuming such holder of Common Stock of the Company (i) is not (A) a Person with which the Company consolidated or into which the Company merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer sale or lease trans- fer was made, as the case may be (a “"Constituent Person”"), or (B) an Affiliate of a Constituent Person and (ii) failed to exercise his, her or its his rights of election, if any, as to the kind or amount of securitiessecuri- ties, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidationcoxxxxx- dation, merger, sale or transfer is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section 14.9 the kind and amount of securitiessecuri- ties, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.